


Spider-Man G2

by JEazy98



Category: Marvel Ultimate Universe, Spider-Man (Comicverse), Spider-Man (Ultimateverse), Spider-Man - All Media Types, X-Men (Ultimateverse), X-Men Evolution
Genre: Alternate Universe - Canon Divergence, Cameos, F/M, Harems, Origins
Language: English
Status: In-Progress
Published: 2015-05-19
Updated: 2016-04-22
Packaged: 2018-03-31 07:38:24
Rating: Mature
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 7
Words: 21,975
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/3969553
Author URL: https://archiveofourown.org/users/JEazy98/pseuds/JEazy98
Summary: <blockquote class="userstuff">
              <p>In the universe you know as Earth-1610, Peter Parker was killed and was soon after recognized by everyone as a true hero. Soon after these events, Miles Morales emerged as the new Spidey on the block. But what if...What If...he wasn't the only one?</p>
            </blockquote>





	1. A New Beginning

**Author's Note:**

> Hello, I'm J-Eazy98. And this is the first chapter of Spider-Man G2. Just letting everyone know, this is my first time posting on this site, so if anyone finds any issues, please let me know.
> 
> Disclaimer: I don't own anything except the OC's, any other characters are owned by Marvel.

"Greetings, I am Uatu the Watcher. And as many of you know, I have the power to see into alternate realities, but never do I interfere in them. And in the reality we watch now, a monumental change is about to occur."

"In the universe you know as Earth-1610. Before the original Spider-Man's death, Miles Morales was bitten by a spider, granting him powers so that he will take on the mantle of Spider-Man, in honor of Peter Parker."

"But in this reality, fate and altered history have shifted time in this reality forever. While Miles Morales' origins remain unaltered, in this reality we learn the question..."

"What if Miles Morales wasn't the only new Spider-Man?"

...New York City, the day of Peter Parker's funeral...

Have you ever had one of those days when you wake up and can plan out everything that’ll happen during the day, and one thing different happens and it sends your whole day to hell? Well for me, today was one of those days. Let me start from the beginning…

…3rd Person P.O.V…

It is another day in New York City; the birds are chirping their songs, the cars move along their normal routes on the way to work, and the buses go along their everyday route on the streets. But what got everyone’s attention, was a guy, named Michael Holt, red as a cherry, running along the street chasing after a school bus.

‘Why did I listen to them?!’

The ‘them’ Michael was referring to was Frances Barrison and Ryan Carson. Frances was 17 years old, the same age as him, luscious black hair, stormy-gray eyes that could pierce into someone’s soul, and to her rare laugh that was as light as air. Unfortunately, there was just one little problem.

The two were on totally separate social classes. He was the prime definition of nerd: big glasses, boring clothes, even an asthma-inhaler. The only way he could be any nerdier is if he had that weird Neil Goldman Family Guy voice, thankfully he didn’t.

She, however, was one of the girls in the ‘Cool Kid’ group, despite her emo apparel: black lipstick, black nail polish, and anything else you would see in an emo girl. Ryan however, was the prime example of a jock: tall and muscular. The only thing that set him apart from all jocks was that he was pretty intelligent.

So one would probably assume that anyone in a group like that would take any chance they could get to humiliate a guy like Michael.

This had been one of those times. She had been sitting there as usual with her boyfriend Ryan, minding their own business, Frances was listening to her music, and Ryan was searching the web on his phone. Slowly, Michael approached the pair and gave a quick “Hey”.

No response.

He spoke once more.

Same result.

Before he could speak again, silence filled the room. Frances’ music abruptly stopped blaring, Ryan stopped texting, and Ryan looked over to Michael, waiting for him to say something. Michael remained silent for a minute, trying to remember what he came here for. Thankfully, something came up.

“When is the bus leaving, you know, for the field trip?”

“Half past eight.” Michael replied.

“Sure.” He replied, sarcasm heavy in his tone.

Silence filled the air yet again, this time with Michael trying to figure out what to say next, and failing. 

“Got it…thanks.” He said before doing a 180 and quickly walking out of the school. “Jackass.” He muttered.

So 8:30 was drilled in his brain. And when he arrived at school at 8:15, it was the perfect time to see a yellow school bus make a right out of the parking lot and make a right down the street.

“Damn it!” Michael said as he began to sprint after the bus.

It was a funny sight, believe it or not; a man, red as fire, sucking up dust, booking it towards a school bus, nearly tripping repeatedly during his sprint. Thankfully, someone had the nerve to speak up and tell the driver to stop the bus. The bus slowed down, for a moment Michael thought it was another tease and the bus would take off again, but the sound of the doors opening filled him with hope.

“Sorry.” Michael choked out towards the driver.

The bus driver grumbled to himself before closing the door behind Michael. Michael staggered forward towards the back of the bus, heart pounding against his chest, muttering a short “Sorry” to everyone he passed for wasting their time.

He got a particularly bad look from the teacher, Mr. Mays. Michael always got a slight sense of nervousness around Mr. Mays, from the surprisingly strong physique, to the look that gave a ‘Don’t mess with me’ feel to him. Mays gestured for Michael to find a seat while impatiently checking off a box on his clipboard.

He managed to move on and slowly wobbled towards the back, he turned and saw a seat open up and quickly sat down next to the girl already seated there. As soon as he sat down, he took a minute to observe the individual who helped him out. She has golden-blond hair, with blue streaks going down the sides, a skin-tight blue and black-striped t-shirt, and a skirt that showed off a little too much skin. Michael quickly looked away after noticing that, a blush covering his already reddened features.

“You know, when a girl dresses like this, she expects to get a few looks.” The girl spoke out.

Michael turned to look at the girl; she had a light smile stretch across her lips and starred at him with light-blue eyes that seem to add more nervousness to him. “Sorry.” He managed, the girl just laughed in return.

“I’m Max.” She politely said.

Michael remained silent, still gasping for air. “Max?”

“Maxine Mills.”

“Ah.”

“So, you glad you made it onto the bus?”

“Yeah.” Michael replied. But somehow, his mind wouldn’t let him remember where he was going. “Where was the bus going again?”

Max game him a look that was the equivalent of an animal turning its head towards an odd noise.

“Trask Industries, remember?”

That’s when it all rushed back in on Michael. Trask Industries, one of the biggest manufacturers in the nation after the end of Oscorp. Bolivar Trask became one of the richest and most powerful men in the town, next to Roderick Kingsley of course, who provided funds towards the company, helping it achieve the success it has today. Taking a deep breath, Michael relaxed and tried to enjoy the ride.

…A Few Minutes Later…

Daniel Trask shifted along the backseat of the Bentley, sneaking looks at his dad, Bolivar, wishing he would be anywhere else but here. Bolivar hadn’t glanced over at his son for the last few blocks; not because of disrespect, but basically managing his work on his iPad, checking meeting times and managing stock. Daniel’s attempts at conversation with him were either met with short grunts, or silence.

As the Bentley pulled up to the curb, Daniel could see the cluster of student’s unloading from the school bus parked behind them. This is one of those moments Daniel feared, an example of his social class. Daniel knew that he was probably the richest kid in school, but what embarrassed him was the obviousness of it all. Like now for example, as most of the kids arrive by school bus, Daniel arrives in a vintage Bentley.

The window was slightly opened and he could hear his teacher, Mr. Hays, guiding the loud sea of students. “Okay, now will everyone please proceed up to the…KNOCK IT OFF!!” He bellowed and the uproar came to an end before anyone could have reacted. “…Up to the front entrance and wait quietly until everyone is accounted for?” he continued in the same light-harsh tone.

Suddenly, all eyes turned to the Bentley. At that moment, Daniel wished he could just die from all the embarrassment. He attempted to salvage as much as he could, but quickly finding himself leaving the Bentley, uttering a “Bye” to his dad.

He squinted a minute, his eyes starting to adjust to the bright autumn morning after seeing the dimmed version from the smoked windows of the Bentley. He stepped onto the sidewalk, turning his head slightly when recognizing the stunned and impressed faces of his fellow classmates’ faces. They began to approach the car as if it were made out of pure platinum, which made Daniel more embarrassed than he was before.

“Hey Danny.” said a familiar voice from the crowd.

Danny turned and relaxed when he saw his friend Michael emerge from the group of students. He noticed Michael’s face sported a light-pink hue to it, as if he’d just finished a marathon. But as to why it was like that, was a question for a later day.

“Hey Mikey.” He said.

Then Daniel remembered; he borrowed a few books from Mikey because he forgot his at school, he intended to return them, but he left his backpack in the car. He turned back to get them before the car took off, but froze as the back door opened and his father emerged from the Bentley, holding the bag. “I think you might need this.” He said with a calm voice.

He handed Danny the bag, but his gaze turned to Michael, sizing up the guy who approached his son in a friendly manner. Realizing an introduction was needed; Daniel cleared his throat and spoke up. “Michael this is my father, Bolivar Trask.”

Michael was stunned for a minute, surprised to be meeting Trask for the first time, but he managed to compose himself, take a deep breath, and offered his hand. “I-it’s an honor to meet you sir.” He said, shaking Bolivar’s hand.

Bolivar laughed good-heartedly. “Danny told me a lot about you, he says you helped him pass his chemistry classes.”

Michael quickly felt embarrassed. “Well, it wasn’t that hard once you explained it.”

Danny quickly stepped in, “Listen dad, we got to go.”

Unfortunately, his father thought the conversation was too important to end it quickly. “Say, how much have you read on my work?”

Michael remained silent for a second before replying. “I know a lot sir…I read all about Trask Industries and their AI department, really brilliant stuff.”

Bolivar was a little surprised by that. It wasn’t everyday he found someone so interested in his business, usually it just other business members or rivals, not a simple high school student. “Impressive, your parents must be proud of you.”

“I just live with my mom, she is proud.”

But before the conversation could continue, Mr. Mays was finishing up ushering the kids into the building, until he saw two other teens further down the steps, “Hey you two, I’m closing the door!”

Michael looked to Mr. Mays, then back to Bolivar, offering his hand to shake. “Nice to meet you Mr. Trask.”

He returned the gesture. “It’s been a pleasure, hope to see you again.” He said before heading back to the Bentley.

After that, Mikey and Danny began to walk-run into the building. During this time, Michael tried to figure out what sort of heat Danny sometimes had with his dad.

…A Few Minutes Later…

The tour began soon after Michael and Daniel entered the room. But despite it being a tour of a huge facility, it was moving along faster than anyone has thought. The tour guide walked through the nanobot section pretty quickly, giving a detailed explanation of using nanobots to help perfect cross-species genetics. Then the group entered the arachnid portion, and that’s when things took off.

The tour guide was talking about its advancements in perfecting the genetic coding in animals to help cure humanity later on. He spoke on how they are using old Oscorp technology to help simplify genetic coding in spiders and that they’ve already succeeded with five spiders and should be complete with more along the way. Aside from a few jokes from Ryan, everything went by smoothly.

Unfortunately, what the guide didn’t mention was that out of the five spiders, one of them wasn’t accounted for before the field trip had started, it wasn’t a severe issue, it wasn’t as strong and altered as the others, but if the spider bit someone, the effects would be deadly. Unknown to the scientists there, all they had to do was look up and they would see a web spun up right above them.

The spider itself was a being of instinct, nothing more…nothing less. That being said, it wanted, no, needed to act on it, and all it needed to do…was feed. And in its line-of-sight, it saw all the food it would need. All it needed to do was lower itself towards the first meal, and it did just that. The arachnid lowered itself onto the arm of its prey, slowly crawling until it found something warm to bite, crawling lower until it found its target…

“Ow!” Michael said in a low whisper, while quickly smacking at his right hand. He looked over to his hand and saw what the issue was. A spider, or what was left of one, apparently decided to make his hand an early morning meal. Luckily, his slap stopped it just short. At least, that’s what he thought before he saw the tiniest strand of blood begin to ooze from the wound.

“Mikey.” Danny said, snapping Michael out of his trance. “Are you alright?”

“Uh…sure-sure.” Michael quickly said, trying to assure his friend before moving on.

The last part of the tour was what the scientists called: Cross-Species, or animals DNA being spliced with human DNA. The group entered the room, and it felt like walking into a circus. There were only a few known cross-species in the world, mainly lizards, scorpions, vultures, even a rhino. The group walked up to the scorpion before the guide spoke again.

“This, students, is the result of scorpion DNA with that of a humans. “ He began. “She is the first of her kind. Before we move on, does anyone have any questions?”

The group remained silent, until Max raised her hand. “Does she have a name?”

The guide smiled before speaking. “Yes, she does, her name is Lucy.” He answered before turning around and lightly tapping on the glass. “Hello, Lucy.”

The creature didn’t reply, she just sat there with her back turned to the group, lightly eating its morning meal.

Michael and Danny both made it to the side of the group facing Lucy, both guys showing signs of wonder and amazement at the creature. Suddenly, Lucy looked up from her meal and quickly around her cage, like a dog trying to locate the source of a loud sound, before turning around towards Michael and Daniel, and jumping lightly towards them, more specifically Michael.

Luckily, the glass stopped Lucy from possibly going through the glass, but as she recovered her composure, she was still staring at the person on the other side of the glass.

“That’s so strange…” The guide said. “…She only reacts like that towards the other cross-species.”

The group remained silent. That is, until Ryan spoke up again. “Hey Mikey, maybe you might get a girlfriend after all.” He said to himself before stepping away slightly from Frances before she noticed he even said anything.

At that moment, the feeling in the room turned from fear and slight panic, to extreme amusement as the class erupted into laughter. Michael felt a sharp sting in his face as his blood rushed turned redder than the blood now barely escaping the wound on his hand.

“Alright everyone…” Mr. Mays said, trying to calm everyone down. “…KNOCK IT OFF!”

And just like in the front entrance, everyone’s amusement quickly dropped like flies.

“Now then…” Mr. Mays said in his usual calm tone. “…Continue.”

After that little moment in the Cross-Species lab, the tour kept going without a hitch. Soon after the tour was over, everyone was back on the bus and on their way back to school; Michael and Danny got on board the bus and went back as well. Daniel, throughout most of the bus ride, noticed how Michael started to look like the wrath of God on the way back to school, but thought nothing too much on the subject, thinking it was just slight fear over the scorpion jumping at them.

Michael however, was trying not to close his eyes and die on the bus. He didn’t know how, but it had to have been the spider that bit him. He was just glad it was a half day due to Peter Parker’s funeral, too bad he’ll probably be too sick to attend. All he could do was wait for the bus to get to the…

“Mikey?”

…school.

“Danny?” Michael said, while trying to adjust his eyes to the bright light. “What’s up?”

“Dude, we’re at school, get up and get out.”

“Sure.” Michael said, getting up and walking through the aisle and off the bus, but not without swaying and tripping over his steps and nearly falling off the bus.

“Dude, are you sure you’re alright?”

“Yeah man, I’m fine.”

Danny just replied with a look that said: ‘Do you think I’m an idiot?’

“Danny… I’m FINE.” Michael said before starting the long walk to his house, leaving his friend in a confused mess.

…Holt Residence, 12:15 P.M…

Michael’s mother, Melina, was waiting patiently on her living room couch for her son to arrive. Mostly due to the fact that she got a text from Michael’s friend, Danny, saying Michael may have come down with something on the field trip and is heading home. Being the mother she was, she was a little concerned. 

Suddenly, her concentration broke when she heard the front door quickly open and slam shut. She turned to see Michael walk through the door. And just from the quick glance, she could see what Daniel had meant; Michael honestly looked like the wrath of God had been dropped upon him.

“Hey Mikey…” Melina began. “…How was the trip?”

“Don’t feel well, gonna go sleep.” Michael quickly replied, ignoring her question.

“Are you sure, you think you might need medicine?”

“I’m fine mom.” Michael said before quickly heading up the stairs and into his bedroom.

Melina stood there for a minute, trying to map together what quickly transpired, before shrugging her shoulders in defeat. “If he needs help, he’ll ask for it.”

…Michael’s Room, Same Time…

“Help.” Michael whispered, too weak now to talk.

If Michael never knew the definition of Hell, he knew what it was now. He felt like his skin was on fire, like someone left chucked him into an open furnace and he was roasting alive. All he could think of is trying to cool himself down before he dies of heat exhaustion.

Thinking quickly, he tried to remove his shirt. Unfortunately, that didn't work. But before he could react, his legs gave out and he fell flat onto his mattress. Before he could acknowledge what happened, he suddenly shifted from hot as hell to cold as ice, and he tried to get under the covers. But all he did was succeed in rolling himself into a small cocoon and landing on the rug by his bed. He tried and tried to escape, but before he knew it, he closed his eyes and lost all consciousness.


	2. Power

**Summary for the Chapter:**

> In this chapter, Michael's powers slowly begin to show themselves. Also, Michael gets into a certain fight that may change his life forever.

Michael P.O.V.

Where am I? I don’t remember much, I can only remember passing out at my house, so I know I didn’t go too far, but the cool breeze passing me tells me I’m outside. I open my eyes to see the busy streets of New York below me, and to say that I’m a little freaked out is an understatement. How did I get so high, why is this happening…am I dead?

“Trust me on this, you’re not dead.” A voice called out.

Jumping a little at the voice, I turn my head and am instantly blinded by light. As my eyes adjusted, a person began to appear in front of me. The man wore a skin-tight spandex suit, mostly red along the top, mostly blue along the bottom. My mind was a little slow, but realization came in like a bag of bricks.

“Peter? Peter Parker?”

He chuckled in response. “Well of course, who else in this city did you see in red and blue spandex every day?”

I chuckled a little at the quip before I got my mind back on track. “Wait…something’s not quite adding up.”

“What is it?” Peter asked

I kept still for a minute, trying to form the words to the question. “…I saw you die on television, everybody saw you die…so how are you here with me now?”

Peter laughed a little in response. “That’s easy…you’re dreaming.”

“I am?”

“Sure you are. After the spider bit you, you managed to stumble your way to your house and clock out on the floor of your bedroom, and now you’re here, talking to a dead guy. You understand all of this?”

I nodded my head, trying not to act like an idiot, despite being in a dream. “Sure, so…uh…what do you think I should do now?”

“Wake up.”

“What?”

Suddenly, Peter pushed me down off of the building. Okay now I’m a little terrified again, I am falling one story every second, and the ground climbs towards me at the same rate. I scream at the last few feet, hoping I would wake up before I made impact. It was useless. I just kept falling further and further…until…

3rd Person P.O.V.

“AAAAGHHH!” Michael screamed as his body viciously woke up from its nightmare.

His breath was hitched, his whole body is drenched in sweat, and his heart is beating faster than the Energizer bunny on caffeine. “Damn…” He says, whispering. “…What time is it?” Michael grabbed his alarm clock and examined it.

9:30 P.M.

“Damn it.” He exhaled, frustratingly slamming his alarm clock back on the nightstand.

It shattered on impact.

Michael froze, turning to face the remnants of his clock, and then back at his hand, trying to imagine how in the hell he could do what he just did. All he could think was: ‘Still dreaming.’

Suddenly, a not so faint scent caught Michael’s attention. He stood up and quickly realized the scent was emanating from him, and not even the old teenage technique of smelling the armpits could prove him wrong. “Wonderful.” He said, beginning to remove his clothes, starting with his socks. He grabbed one and quickly pulled it off.

It ripped in half.

Michael froze once more, slowly pulling the smelly, damaged sock to his line of sight. “Great.” He said, frustratingly removing the other half from his foot and carefully removed the rest of his clothes. A few minutes later, he was in his shower, trying to wash the sweat off of him. But as he was stepping into the shower, he slid the glass door shut.

It cracked.

Michael stopped, and looked back at the door, once again trying to form any explanation, but he still kept assuming that he was still dreaming. Unfortunately for him, the scalding hot water raining upon his skin proved this was all not a dream. But it was strange; it was as if he sensed the scalding water coming out before it actually did…weird.

Thinking quickly, Michael tried to turn the water off. But all he succeeded in was breaking the nozzle off and having scalding hot water quickly rushing to his feet. Thinking logically, he tried to apply cold water to the mix, but only got the same result as the hot water. ‘Okay, since I’m now in a Three Stooges sketch, I’m going to try something different.’ He thought before quickly jamming the nozzles back into their slots.

After a few minutes, the water finally settled and Michael quickly got out of the shower, trying to imagine a possible explanation to all that has happened. But by now, he was starting to get the main picture. The dream, the sudden strength, the senses, it all became clearer and clearer…

He was developing powers.

Now Michael was ecstatic. Michael always was a huge fan of Peter Parker, and he always wondered what it would be like to be the hero he always wanted to be.

Almost instantly, be tried to crawl up to the ceiling, but he only succeeded in nearly cracking his head open over the bed frame. Quickly getting his mind back on track, he decided to just go to sleep and see what the weekend held for him.

…Monday, 7:00 A.M…

The weekend went by pretty quickly for Michael. The moment he woke up from bed, he tried to crawl up the wall again, but got the same result as he did earlier. Once he got downstairs, he was confronted by his mom at the kitchen table. The first question she asked him was the obvious: “How are you feeling?” Michael responded with the casual: “Fine” and tried to leave it at that.

Unfortunately, his mom asked him what happened to his room. Somehow, Michael managed to convince her by saying that he had slipped. But thankfully, his mom believed him, although throughout the weekend she was keeping a close look on him.

Either than that, the weekend sped by before he knew it. Something noteworthy though, was on Saturday on the evening news. The reporter said that there was a ‘New Spider-Man’ going around the city, and his outfit was supposedly in ‘Bad Taste.’ Michael didn’t believe it at first, until he saw the outfit.

It was a cheap little Halloween costume that looked like it was used by someone a few more sizes bigger than the actual person wearing it. What Michael noticed however, was the lack of originality. He noticed that this kid thought it was okay to just wear a Spider-Man suit and use powers like that and just expect to be as great of a hero as Peter Parker was. Michael was glad that wasn’t the case when it came to him.

The next day though, he personally saw the new Spider-Man swinging around New York in a new black-and-red suit. ‘Okay…’ he thought. ‘…Apparently someone over there has some originality.’

But now it was Monday, and it was school time once again. Michael was walking today, not wanting to risk another marathon with a bus. Daniel was walking with him, his father was offering to drive them both to school earlier, but Michael politely declined and Daniel managed to convince his dad to let him walk, saying he needed it to ‘Fit in’ and to also have some ‘Fresh, New York Air.’ Thankfully, Bolivar allowed it.

Now they both were walking towards the school. Most of the conversation though dealt with Daniel asking Michael about his health. Daniel noticed that, compared to yesterday, Michael looked like he was a brand new person.

“Where are your glasses at?” He asked.

“What?” Michael replied.

“Your little nerd glasses, you’re not wearing them anymore, you finally get contacts?”

Michael didn’t know what he was talking about at first, until he felt around his eyes.

No glasses.

Michael took a bit of a double take for a minute. He wasn’t wearing glasses, yet he had 20/20 vision. Strange, how could the spider have given him…?

“NERD!!” Someone yelled.

Suddenly, Michael felt a slight buzz in the back of his head. Before he knew it, he side-stepped to his left. A second later, someone’s fruit slushy flew past him and splattered across the pavement. Mikey and Danny looked to the side and saw Ryan and his pals laughing their asses off in their truck. As they drove down the road, Mikey and Danny heard the enlightening sound of “How the hell did I miss?”

“Yeah Michael, how did he miss?” Danny asked, curious as hell.

Michael looked at the slushy, now behind them, and then back at Ryan, who was long gone now. Michael tried to form a theory, but all he could do was shrug his shoulders and move on.

Now Michael was in school, and it was crawling by like a snail on sleeping pills. As the teachers kept dragging on about things he already knew like the back of his hand, Michael’s mind wandered and began thinking about his powers. Trying to figure out what else the spider could have given to him and what to expect.

Now it was lunch time. Now Michael was always a light eater in the past, he always had the same amount of lunch each day and never went up for more and never complained. Today though, he was so hungry he could eat a barn, he grabbed more food than John Belushi did in Animal House and quickly sat down at his table. Once he took note on how some of the cooler kids looked and saw him, a person they all had called Puny and Weak, taking enough food to fill up the senior football team, he laughed a little.

Soon after, Daniel sat in front of him, opening the first conversation with a: “Holy Crap…”

“What?” Michael replied, quickly swallowing the last of his first cheeseburger.

“Why do you have all this food, and how can you eat half of it before I even sat down?”

Michael smirked a little. “Magic.”

A few minutes later, he had finished his lunch and tossed his tray out and sat back down. Danny, who saw all of this, looked at him with a little awe. “You okay?”

Michael gave a little belch before saying: “Yeah, why do you ask?”

Danny laughed in reply. “No reason.”

Michael laughed in response. Soon after, Michael yawned and extended his arms, but upon hitting someone else’s tray, he quickly retracted it. Unfortunately, it was too late.

“AAAHHHH!” The girl screamed.

Michael turned and saw who he hit and instantly regretted what he saw. Frances Barrison…covered in every ounce of her lunch. Ketchup was leaking down the middle of her legs, French fries salt sprinkled all over the front of her skirt, and Neapolitan ice cream leaking in the opening to her top and past the bra.

“YOU SON OF A BITCH!!” She screamed, grabbing Michael by the shirt and pulling him up so their noses barely touched. “WHAT THE HELL IS WRONG WITH YOU??!!”

Michael was surprisingly intimidated by her tone, the way she shrieked at him, seemed to give him a slight sense of fear…slight.

“I…just stretched…sorry.”

“Sorry…SORRY??!! YOU EMBARASSED ME LIKE THIS AND ALL YOU CAN SAY IS SORRY??!!”

Before Michael knew it, the response flew out of him. “Yep…pretty much.”

Frances screamed, quickly after giving Michael the loudest and hardest slap she ever gave anyone in her life before angrily stomping to the ladies restroom, a trail of ice cream and ketchup following her.

The lunchroom remained silent for a minute, mainly consisting of someone telling another someone what had happened. A few moments later, a laugh broke through the silence, not at anyone in particular, just a laugh. Soon after, other students began clapping, not a ‘That’s what she deserved’ clap, but a ‘Damn, he just did that?’ clap.

Michael didn’t really know how to react to it; he looked at Danny for an answer. But Danny was on the floor, his arms heavily wrapped around his chest and his face ruby red.

“HE DID WHAT??!!” A male voice yelled out throughout the joyous laughter.

As if someone had just fired of a handgun in an elevator, the entire cafeteria’s joy and laughter dropped to silence. Ryan, who had just heard of his girlfriend’s misfortune, looked over at Michael, with murder in his eyes.

Instantly, Ryan quickly darted over, and that strange buzz from earlier showed up full force. Michael sprang from his chair and motored out of the cafeteria.

Outside of the cafeteria, Michael began to bolt to his locker, trying to quickly open his locker with his shaky fingers. Suddenly, the buzzing in Michael’s head began to go off again, and in full force. Somehow, Michael was in sync with the world around him, he could ‘see’ a guy give another guy a fishhook, he could ‘see’ a guy quickly walk by his girlfriend and give her a light tap in the butt, and he could ‘see’ a fist…a fist?

Within seconds, Michael jerked is head to the left and slipped behind Ryan, just as his fist came into contact where Michael’s head would have been. Ryan hit the locker with such a force that is made a pretty noticeable dent at the impact point. Ryan cursed under his breath at the irritation in his wrist, but quickly shook it off and turned to face Michael.

“You think you’re pretty hilarious, don’t you, Mike?” Ryan said, quickly cocking his fists, ready to release a fury of punches at the moment’s notice.

Quickly, groups of people began to form around the two. As the swarm began to grow, Ryan’s pals soon came into the mix, silently closing a few stray doors, just so the teachers wouldn’t be able to see or hear what would happen.

“Dude, it was an accident.” Michael said, fear high in his voice. “I…I don’t want to fight you.”

Ryan didn’t respond, he just stood there, fists cocked, ready to raise hell.

‘Well…can’t say I didn’t try.’ Michael thought, slowly raising his arms and cocking his fists himself.

Ryan quickly threw a right hand. Had it connected, it would have put Michael down for the count, but the punch only connected with the air next to Michael’s head. Ryan took a double-take, trying to figure out how Michael wasn’t a bloody heap on the floor. Shaking it off, he swung again, hit the exact same spot he hit last time, and was completely perplexed.

Michael, who is avoiding all the blows, is wondering how he is staying up himself. It was like Ryan was moving in constant slow-motion; he punches with his left, Michael slides to his left, and vice-versa.

By now, Ryan’s friends began to realize that things weren’t going according to plan. They knew this by either looking at the bewildered look on Ryan’s face, or the painless body that is Michael Holt. Thinking quickly, one of his friends dashed behind Michael, trying to tackle him to the ground, but it was like Michael saw it coming. Within a second, Michael did a 180, grabbed the friend, and tossed him into the lockers.

Ryan, by now, quickly realized that this wasn’t the same Michael he saw during his childhood, this was someone else entirely. Within seconds, Ryan sent blow after blow after blow towards Michael, but he kept dodging every single one. But before he knew it, Michael punched him square in the stomach, knocking the wind out of him, and then in the side of the face, knocking his consciousness out as well.

With a loud crash, Ryan fell backwards against the lockers and slid down until his back was supporting him from tipping over. The crowd remained silent, the ones in the front could hardly believe what happened, and the ones in the back were waiting to hear what happened, and once they heard, they could hardly believe it.

“Dude…” Daniel said. “…That was sick.”

Michael, hearing this, began to feel better about himself. And why shouldn’t he? He just took down the jock that had made his life a living hell for so long, and with two hits. He began to smile, until…

“What the hell is wrong with you?!” Frances yelled.

That voice ripped him from his emotional high and quickly brought him crashing back into the earth. He looked and saw Frances, who must have just gotten out of the restroom, trying to wake her boyfriend back up, but only getting a few grunts and mumbles in return.

Michael didn’t know what to do now, all he could think of not…was run.

He quickly bolted through the crowd, head on into Mr. Mays. And soon after that, the crowd fell into a terrified silence.

“Okay, all of you…” He stated; the tone of his voice is low, but nevertheless serious. “…Head to all of your classes…” Some students began dispersing, but some remained. “NOW!”

All the students quickly dispersed after that, all except for Michael and Ryan. “Mr. Holt and Mr. Carson, come with me.”

…One Hour Later…

Michael and Ryan sat in the principal’s office neither of the two were saying anything to each other, but both were ready to face their punishments. “Sorry.” Michael muttered.

“For what?” Ryan muttered.

“You know, for spilling your girlfriend’s food all over her…and for socking you in the face.”

Ryan surprisingly chuckled in response. “Hey, no problem, it’s all water under the bridge.”

Before Michael could reply, his mother walked into the principal’s office, speaking only to the woman behind the desk, and then remained silent as a mouse. Which only meant one thing…she was furious.

Michael looked over to Ryan, who only gave the gesture ‘What do you want me to do?’

…Another Hour Later…

The talk with the school councilor was, in a polite term, hell. Within the first few seconds of entering the office, he felt his mood shift to totally hopeless quickly. The councilor covered the fight as the other students described it, Michael’s mother replied quickly and shortly, wanting to save her voice for when she would be taking to her son later on.

But afterwards, school was over, and Michael was walking to the car with his mom, silence going on the whole way there until…

“I’m sorry.” Michael said.

“Just answer me this…” Melina began. “…When you knocked that Ryan boy unconscious…did it feel good to you?”

“What?”

“Did…It…Feel…Good?”

“I don’t know…I guess.”

“Did you feel better about yourself, hmm? Did you feel like you accomplished anything after you did it?”

“No?”

“Then why did you have to fight him? You know you’ll never find peace by beating the hell out of someone. Remember, you are in possession of a great power, and with that power, there must also be some responsibility.”

Michael suddenly snickered to himself, instantly catching his mother’s attention. “What?” She said irritated.

Michael froze, not expecting his mother to catch that. But suddenly, his words began to flow out of him. “Violence doesn’t solve the answer, huh? Answer me this, when you came home and found dad cheating on you, what did you want to do? Did you want to hurt him; did you want to make him feel as bad as he made you felt? Because that’s what it was like for me, Ryan bullied me all my life and finally getting that one chance helped my get some peace, and…”

Michael suddenly stopped talking, because he saw his mother, holding her head down on the roof of the car, silently sniffling and sobbing to herself. Feeling like a total jackass, Michael rushed over to his mom’s side, gently holding her and muttering “sorry” repeatedly to her until she calmed back down.

After that, Michael and his mom agreed that she would drive home by herself and Michael would get a little time to think. Not as punishment, but as a way to calm each other down before they struck another nerve.

…A Few Minutes Later…

Now Michael was in the city, trying to figure out what he would say to his mom when he got back. His mind wandered for a minute, his sight focusing on a stray spider, crawling up the wall, minding its own business. Soon after, Michael got an idea. Quickly, Michael walked towards an alleyway. Once there, he tried to put one hand against the wall, then another, and then another.

They both stuck.

The next one after that…it stuck.

And so did the one after that, and the one after that.

Michael looked back at the ground, and then back at himself, cheering silently, not trying to get any attention brought to him from an outsider.

A few minutes later, he was on the roof of a convenient store, five stories up, enjoying having spider powers. Quickly, his sight was brought to a crane, previously working on repairing a building a couple blocks away, now unmanned. Instantly, he got an idea. 'Thwip thwip.'

Soon after, Michael began to doubt himself. 'Come on Mikey, as if you can just simply hold out your hand like Peter always did and expect it to…'

THWIP

That sound made Michael shut up in a nanosecond. He looked to his hand and did the motion again.

THWIP

Thinking quickly, he got an idea, and aimed his wrist at the crane.

Miss.

Again.

Missed again.

Once more, this time longer than the others.

Made it.

Michael twitched a little, not expecting it to connect. He looked at the ground, and then back to the crane. 'Long way down. Yolo...I guess.'

Mustering up as much courage as he could, he stepped off of the building. And if his light cheering didn't alert people, then someone swinging across the street might have. At first, Michael was concerned, if people recognized him or knew he had powers, who knows what would happen. But, in a city where men in iron suits, gods, and other unbelievable stuff like this would happen everyday, few would probably notice. Quickly realizing he was approaching the roof of the building across the street, he let go of the strand.

Big mistake.

He attempted to land on his feet, bit his angle was wrong and he landed toes first and it resulted in his face being dragged along the gravel rooftop. After a few minutes of lying on the ground, Michael slowly rose back up, picking the small amount of gravel from his face while avoiding the skinned areas of his face, wondering how he'd explain this to his mom. Now having reality brought back to him, he began to swing home.

"HELP!" A voice screamed.

Michael landed on a wall a couple blocks from the sound of the scream. He looked towards the direction of the scream, wondering if it was a crime. 'In this city, crime is like every criminal's favorite pass-time. But he froze for a minute, as if he could be able to fight crime like Peter once had. He looked in the direction of his home, and then back to the scream. Back and forth, back and forth. Quickly, he swung towards the scream.

He landed on the side of the wall, just in time to see a man running down the sidewalk, and a woman, late teens or very early twenties by the look, chasing after him. Thinking quickly, Michael webbed his face to cover his identity and swung into action. Before the man knew what happened to him, Michael webbed him by his back and whipped him to the ground, spilling the contents of the purse. Once Michael had the man on the ground, he webbed the man’s arms and legs to the ground, securing him until the police arrived. Turning to the side, he saw the woman slowly begin put the dropped items back into her purse. Being nice, Michael crouched down and began to help the woman out.

"Thank you...for helping me." The woman said, a little out of breath from the running.

Michael smiled underneath the webbing. "Hey, I'm a hero, it's what I do." He said, suddenly picking up something valuable. "You're a cop?"

The woman chuckled, not that she didn't hear that a lot, but mostly this is due to the man's slight surprise at the sight of the badge. "Yeah, I mainly just work with forensics."

"Ah..." Michael said in realization. "Well, my work is done for now, be safe heading home Miss..." He paused, hoping to get a name.

"Cooper..." The woman replied. "...Carlie Cooper."

"Okay..." Michael said, not really knowing what to do know. "...Stay safe Ms. Cooper." Michael said, jumping onto the side of the building.

"Hey Spidey!" Carlie yelled out. Michael was about to dash, but he turned to face her. "...If you need any help in the future, you know where to find me."

Michael nodded in return, and swung off. 'She called me Spidey.' He thought. 'I know it was just one person, but still. I am Spider-Man.' For a moment, he considered going out again and fighting more crime. That is, until he checked his watch. 6:30 P.M. 'Uh-Oh, I better get home.' He thought. And hopefully, everything should be all calm now at the Holt residence.

If only he knew how wrong he was.

**Notes for the Chapter:**

> And another chapter done. Tell me what you think of this, your criticism is what helps me. Thanks. This is J-Eazy signing off.


	3. Blood & Tears

**Summary for the Chapter:**

> Tragedy strikes...nuff' said.

…An Hour Later…

Michael was a few blocks away from his house. The walk there was okay, but the feeling of inevitable danger was nerve racking for Michael. He felt the cool breeze around his arms, the air felt a lot thicker than usual, and the fact that a police car zoomed by him didn’t help calm him down.

When he was a few blocks from his house. His paranoia worsened, he began to get antsy and started to speed up his walk. Suddenly, he heard the sound of heels clicking along concrete behind him. At first, he was tempted to turn around and thwart his potential attacker, until he felt a finger gently tap is shoulder. Once he whipped around to see who he or she was, it was the last person he expected to see.

“Frances?”

“Hey.” She replied, smiling slightly.

“What, uh…what are you doing?” Michael asked, beginning to walk towards his house again.

Frances shrugged her shoulders and began to walk by his side. “I don’t know, just didn’t want to stay at home for a while.”

Michael was confused at this. “Why not?”

“Well…” Frances began, trying to form the words. “…My mom’s a little…wasted.”

Michael’s eyebrows rose slightly. “She’s wasted? Where’s your dad in all of this?”

Frances shrugged her shoulders again. “He’s a cop, so that means he’s hardly home to help out.”

Michael remained silent for a minute, trying to find a way to form the words he wanted to say without blatantly telling her the answer. Soon, an uncomfortable silence fell between the two. During this time, Michael began to search for a topic to break the silence. “So…how’s your outfit?”

Frances was quick to reply. “Completely ruined.” She said, her tone growing slightly angered. “You have any idea what it’s like to have sticky ice cream soaking through your shirt?”

“No.”

“It sucks…” She stated. “…I had that sticky feeling on my chest for the whole day, and it wasn’t even the good kind of sticky.”

Michael turned his head to her so fast that Frances would have thought he’d almost get whiplash. Did he hear that right?

Frances smiled. “I’m kidding…I’ve never done that stuff before.”

Michael smiled in return, and even laughed a little at his slight stupidity. Apparently, it was a little contagious, because Frances gave out a little laugh in return.

A few minutes later, the two were on Michael’s block, when suddenly, the two caught sight of something that chilled them down to the very core. Apparently, the cop car that had passed Michael earlier had joined a group of other police cars, now waiting on the ambulance, in front of Michael’s house. Soon after, the two sprinted towards the house. But before they could get in, they were stopped by a police officer.

“I’m sorry you two, but you can’t be here.” He said.

“We’re sorry, but this is this man’s home.” Frances said, motioning to Michael.

The officer froze for a minute, turning to Michael. “You’re Michael Holt?”

Michael tried to form words, questions, but all he could do was nod his head.

“I’m sorry…” The officer began. “…I don’t know how to say this but…your mother’s dead.”

Michael froze; he didn’t know what to say. Thankfully, Frances grabbed his arm and escorted him away from the police and onto the neighbor’s porch where he dropped down onto his back. Frances looked back at him, then back at the police, and she noticed that the side windows to Michael’s home were unguarded. Silently, she snuck by and peeked her head over the window, and God did she regret it.

She caught sight of the body, if you could call it that. The neck looked like it was snapped. Her chest was exposed, and not the type of ‘Clothes ripped off and she had scars on her chest.’ No, it was just one huge hole, like someone had started cutting from her collar bone, then around to her sides and around the rest of the chest until they could toss it off like a wet towel. Frances looked towards the living room, from there; she saw a message written in Michael’s mother’s blood.

Missed Me. -CK

That did it for her; she forcibly jerked herself away from the window. Not a second later, she threw up onto the ground below her, unable to hold the sight before her down. How could someone do something so sadistic to an innocent woman? Slowly, she walked back to Michael, tears streaming down her face like a waterfall.

Michael, now with his back to the wall, saw Frances approach him, looking far worse than he could possibly be feeling. “What…what happened?” He asked.

Frances managed to bring herself up to talk without puking again. “It…it was just…disturbing. I’m sorry.” She said, quickly wrapping her arms around Michael, both teens crying hard into each other’s shoulder.

Soon after, another police officer walked up to the pair. “Mr. Holt.”

Michael slowly separated himself from Frances. “Y-Yeah?”

“I’m Officer Barr, do you know anything about what happened here, or perhaps why?”

“N-No…do you know who did this?” Michael asked.

“We don’t have details, but we do have a name. Cletus Kassidy, a former cat-burglar turned psychopath.” The cop stated. “Do you have any place to stay?”

Michael thought for a second. “Y-yeah.”

“Okay, after we get everything cleaned up, you can get what you need and head over. Okay?”

“Okay.”

The officer nodded before walking away, leaving Michael and Frances by themselves. Suddenly, Michael heard some of the conversation over the police radio. “…10-4, we have Kassidy barricaded in the Lowline, proceed with caution. We’ve got the son of a bitch.”

Michael remained still for a moment, a thought beginning to form in his head. ‘No…’ He thought. ‘…I’ve got him.’

Without saying a word, Michael rose up and began sprinting away from the police until he had disappeared into the darkness. Frances, who was tempted to follow him, decided to let him run, completely understanding the depths people go to vent.

…A Few Minutes Later…

Michael was on his way to the Lowline, swinging faster and higher than he knew he could, not even bothering to cover his face. The sadness he felt was long gone, only anger filled its place. Michael knew what he was going to do once he found Kassidy, he was going to kill him, and he was going to make him suffer…not that it would really matter though.

He looked down and soon he saw his mother’s car, completely totaled. A few blocks later, Michael was at one of the police covered entrances to the Lowline. ‘Okay…” Michael thought. ‘…I’m going into an abandoned building with a serial killer inside…what could go wrong?’

Once inside, Michael got a deep odor of rotting flesh in the room. He crawled silently along the floor, trying to avoid any possible methods of detection. Suddenly, his hand pressed against something in the darkness, something damp. Once his eyes had adjusted, he saw what he touched: a police officer, obviously dead by the looks, rotting against the wall.

The man’s flesh looked relatively fresh, so odds are he was just recently killed. Most of the blood was hardened though, either onto him or along the walls. The area where Michael touched was along an open chest wound, and it was still wet. Michael tried to hold in the urge to hurl, thankfully succeeding for now, and continued forward.

Soon after that, Michael was climbing the ceiling of the main chasm. Instantly, he heard Kassidy’s maniacal laughter echo throughout the room. Michael tried to get a lock on him in one corner, but would turn around and find out it came from a different area. Michael was clueless, that is, until something…strange happened.

He experienced that same ringing sensation he felt at school, only it was different this time. Suddenly, it felt like he was viewing the whole room, watching his own senses guide him throughout the room until they found Kassidy.

(A/N: Look up this link: https://www.youtube.com/watch?v=H4J0PNXCo-k. (Mainly jump to 2:02-2:24, also to 5:23-5:35.)

Michael quickly crawled towards Kassidy, slowly webbing his own face up to keep himself safe. He looked down at Kassidy, who was doing a ballroom-style dance with a female officer, who was dead by the looks. Michael wasted no time after seeing that. He quickly dropped so that he was a foot and a half from Kassidy. Unfortunately, he landed on a couple piles of thin-wood that burst upon impact.

Cletus stopped dancing, threw the body down like a toy, slowly grabbed his knife from his pocket and swung around to stab the trespasser. What he didn’t expect though, was for someone to grab his wrist mid-swing and slowly begin to break it. The pain certainly didn’t get to him, but the unexpected end to his fun was what got to him.

Silence grew between the two; mainly with tension so thick you would need a chainsaw to cut it. Cletus tried to pry the hand off of him, but to no avail. Suddenly, the man grabbed Cletus by his shirt and held him up against the wall. “Why…Why did you do it?!” The man screamed.

Cletus laughed in return, no reason why, he just…laughed. “Do what, exactly?”

The man threw Cletus onto the ceiling, but before Cletus could fall, the man webbed his arms and legs to the ceiling. Cletus had seen strange things in his life, but the man standing on the ceiling certainly made its way to his top ten. “Earlier tonight, you murdered an innocent woman in her home. Why did you do it?”

Cletus continued his laughing. “Like I’d tell you.”

The man suddenly cut the webbing by his hands, but kept the ones by his feet so he was dangling like a chandelier. “Listen, I could keep this going all day, but odds are you’re on a tight schedule, so talk.”

Cletus slowly stopped his laughter. “Let me think about that. Hmm…uh-huh……nope.”

The man grabbed Cletus by his arm and slapped it, causing him to spin slightly. Then the man slapped him again, and again, and again, and again. The man kept this up until Cletus was spinning so much he could be a puking sprinkler. “OKAY-OKAY! Fine, I’ll tell you!”

The man cut the webbing, dropping Cletus on the back of his head. “Heh…” Cletus chuckled. “…And here I thought I knew how to torture someone.”

The man remained silent for a minute, probably thinking, or just letting Kassidy catch his breath, before gesturing Cletus to move on.

“There was a…little hit somebody had offered… all you had to do was kill the lady and her kid, take their money, earn even more reward money in return, and move on with your life. It was as simple as it could be for a guy like me: just go into her house, snap a couple necks, paint the walls red, and leave. So I go to the house, the front door is surprisingly unlocked, go to kill the kid first, until I found out he wasn’t home.”

Cletus took a pause to see the reaction of the man. The man remained silent; the only sound emitting from him was a low exhale of wind. Seeing that it wasn’t the reaction he was looking for, he continued anyway.

“So I try to leave, only to hear a scream once I’m at the door. At that moment, I felt like a kid who got a peek at their Christmas present and learned it was the exact thing they wanted. I turn and see…the mother…scrambling in the kitchen to find something, a knife, a gun, I don’t know. Sadly, she didn’t get enough time to react, because I jumped onto her, forcing her to the floor.”

Cletus felt the man’s fits slowly wrap around his neck, now he was getting somewhere.

“She just kept screaming, you should have heard it. I tried to shut her up anyway I can, so I just punched her in the throat. She grabbed her neck in pain, her screams only coming out in light gasps. So, I decide to take action. I put my knees on her chest, to hold her down, and then I open the drawer and find…this knife.” He said, the knife falling out of the back of his pants.

The man froze, it’s like he was intimidated by the knife. But this didn’t last long, as the man fully wrapped his hands around Cletus’ neck. Surprisingly, Cletus stopped talking, allowing the man to put the pieces together.

Michael remained silent for a minute, trying to decide which option was better: either he could feel sorry that a life like this exists for only him, or to just scream at him and rip his head off. Thankfully, he just decided to talk. “Who…who ordered the hit?”

Cletus thought about it for a minute. “I don’t know, the guy wanted to remain anonymous. He kept calling himself the new ‘Kingpin of Crime.’ Supposedly, this guy had killed Wilson Fisk a few months back. That’s all I know…honestly.”

Again, the man remained silent. “Okay.” He stated before noticing the bright lights of flashlights entering the room. Thinking quickly, Michael began to leave.

“Wait…” Cletus began. “You’re going to just leave me here?”

Michael thought about it for a minute. “Yes.” He said before grabbing the knife, knowing full well that there was blood on both of their hands now and a simple knife won’t take away from the fact that Cletus murdered so many, and walking away, leaving Cletus to face judgment.

…A Few Hours Later…

Michael stood on the Empire State Building, holding Cletus’ knife in his webbed hands, wondering what to do with it. He looked at it, feeling to cool unforgiving tip of the blade press against his throat. The temptation to plunge it into himself and join his mother, but he denied it. He only let his tears mix in with the blood along the steel.

For the first time in his life, he didn’t know what to do. But he decided to do what he thought was right with the knife.

…A Few Minutes Later…

Carlie Cooper was in her lab at the NYPD, looking over a case she received a few days back, when suddenly, she felt the cool New York air being brought into the room. “Damn it…” She uttered. “…I thought I closed those windows.”

“Sorry.” A deep voice called out.

Carlie jumped, nearly dropping the glass in her hand in the process. She set it down to turn and see her hero from earlier, now perched on the wall, holding a bloody knife in his hands.

“Where did you get the knife?” She asked, getting to basics quickly.

“Kassidy.” The man replied.

“No, as in, how did you get it from him?”

“I took it.” He replied calmly.

“So you took something that could be counted as evidence for…What, exactly?”

“So I could kill myself.” The man stated bluntly.

Carlie froze, a little surprised that someone like that had thoughts of suicide. But who was she to pry. “Okay…okay…I’m glad you didn’t. But…why did you bring the knife here?”

The man remained silent. “Because it was right.” He said, handing her the blade.

Carlie responded by putting on gloves and taking the blade.

“So…now what?” Carlie asked.

The man said nothing, he just moved to the window. “I’ll leave.” He said before jumping out the window, leaving Carlie to check for evidence, while at the same time, leaving Michael to face his own personal judgment.


	4. First Day On The Job

**Summary for the Chapter:**

> Michael begins to learn what it's like to be Spider-Man.

Hell.

That is the word to describe the environment Michael is in right now.

The sky didn’t have an ounce of blue in it, all that filled it was a mixed splotch of gray and white. The heavy downpour of rain aided in making the environment that much harder to move through. To Michael, the whole event seemed so…cliché, a dark and grim environment for a dark and grim event. Why can’t the skies ever be crystal-clear and sunny during a funeral? It would seem fitting, it’s basically God telling the families “Everything is going to be just fine. Don’t worry, your loved one is in a better place.”

Unfortunately, the loud crack of thunder and lightning brought Michael back to reality.

The crowd seemed surprisingly big for one person’s funeral. Obviously, there was other family there. But what surprised Michael however, was all the others who had showed up that he didn’t. They all approached him, telling him that they were all close friends with his mother, telling him that there was nobody like his mother, etcetera-etcetera. Michael thought nothing of it, although he could have asked what his mother’s job was, he decided to leave the topic alone for now.

An hour later, the funeral was over and everyone was beginning to leave. Michael, lost in the vast sea of his thoughts, still stood by his mother’s grave, completely unaware that someone was slowly approaching him. Once the person put their hand on Michael’s shoulder, he jumped, whipped himself around and grabbed the person’s wrist.

“Whoa dude, easy.” Danny said, a little surprised by Michael’s quick reflexes.

Michael, upon realizing the person was Danny, released his grip and began to cool his nerves. “What do you want?” He said calmly.

“I have some good news.” Danny began. “My dad owns a building downtown with an empty loft, he said you could have it for a while.”

Michael blinked. He was trying to formulate a plan to support himself moving forward now that his mother was gone. The only options that came to mind was to either move out of state, or stay in the house his mother was brutally murdered in. Needless to say, a third option was very helpful in this situation. “I…I don’t think I could afford it.”

“We’ll work something out.”

“Wait a minute, you’re saying that your dad is trusting a teenager with an expensive loft?”

“No, I’m moving in with you. Supervision basically.”

“Oh…okay, your dad is trusting two teenagers with an expensive loft?”

“Not like that.” Danny said defensively. “He’ll check on us twice a week.”

Michael thought about it for a minute before making his decision. “When do we start?”

…12:30 A.M…

In the very heart of New York City, a man was looking over the city from his office, lost in his own train of thought, and completely unaware of the world around him. The oceans of his thoughts ranged from the crashing world around him, to how his business may be affected by it, and so on.

“Sir.” His assistant asked.

The man sighed, annoyed by being forced out of his thoughts, and looked towards the woman. “What?” He said to the woman impatiently.

The woman flinched, slightly nervous before replying. “I-it’s getting late sir, we’re all heading home.”

The man’s tone lightened as he began to speak. “Thank you, be safe.”

The woman smiled. “Yes sir, you too.” She said before closing the door.

As soon as the man heard the click his assistant’s high heels fade away, he looked towards the Chrysler Building. “Mysterio you ignorant fool…” He said to himself. “…You’re slowly losing control of your city. And soon enough, you’re going to take a fall. And by God, I’m going to be there when you do.”

The man began to turn off the lights and leave. “Mark my words Beck, I will have all the power soon enough, not today, not tomorrow, but soon.”

…A Few Days Later, Saturday, 9:45 A.M…

“Just put the money in the bag woman!”

Two robbers were holding up a small family grocery store. One robber tossed the burlap sac to the woman across the counter, the other was aiming the pistol in his right hand towards the woman, and aimed the other at the two kids who huddled over their father, who had taken a gunshot wound to the thigh. “Come on!” The robber yelled again, ignoring the loud blare to the alarm around him.

The woman, fearing for her life, frantically opened the register and took out all the money, piled it into the bag, and tossed it back to the robber. The robber, upon receiving the bag, took some of the other items on the front desk for good measure and left with his partner, booking it down the street. At the same time, a man above them saw this and quickly dived to catch them.

Before the two men knew it, something grabbed the man with the cash and hooked him onto the streetlamp above them. The robber with the gun stopped and looked up to his partner, who surprisingly, and dangling from the streetlamp by a strand of…web?

The man pulled out one of his guns to free his partner, but was webbed up by his hand before he could do so. Upon realizing this, he tried to pull out his other gun, only to have the same event occur. The man looked up into the sky, saw a quick blur enter his view, and was soon next to his partner, dangling on the streetlamp as well.

Back at the store, the mother was tending to the father’s wounds. Thankfully, the bleeding stopped and the father was able to get back on his feet. As the wife went to call the cops, her attention was brought to the bag full of money at the doorstep. Before she could check it out, her kids were already out the door, looking on as the blur looped around the corner.

…An Hour Later…

A high speed chase was occurring in the streets of Manhattan, the police were doing everything they could to catch the convicts, and the convicts were doing everything they could not to get caught. As the case went on, the convicts began to drive further on into the busier portions of the city, until they were on a path towards Times Square.

Suddenly, a figure landed on the top of the car, startling the three convicts inside. “Yo Scotty, check what just hit us.” The passenger said, handing the man in the backseat his handgun. Scotty rolled down his window and slowly climbed to see what had hit the roof. When suddenly, Scotty had his face covered in web, and his handgun whipped from him. Scotty fell back into the backseat, holding his face and screaming at the top of his lungs, despite it coming out in muffled yells.

“WHAT THE HELL WAS THAT?!” The driver yelled frantically.

“I don’t know man, I’ll check it out.” The passenger said, taking his handgun and climbing out as well. A couple seconds later, the passenger sat back down, screaming, his face covered in webbing as well.

The driver looked around frantically, completely unaware of what to do next. Suddenly, the man landed on the hood of the car. The man strongly resembles Peter Parker, red and blue tights with a similar webbing design. The only noticeable differences were that the webs on the suit were silver and their own material, rather than being sewed into the suit, and the eyes still had their black outline, but were smaller and sharper than the original’s.

Suddenly, Spider-Man climbed to the side of the car and moved so he was under the car. And soon enough, he was webbing the tires. Unfortunately, the driver began to frantically turn the wheel at the same time as the tires were being webbed. And soon enough, the car was airborne, and heading into a crowd. Quickly, the crowd dispersed, all but one man, paralyzed with fear.

Suddenly, Spider-Man dropped from the car and bolted to the man. But before the car hit the man, Spider-Man webbed multiple web lines to the building by the man, effectively stopping the car like a makeshift trampoline.

Before the car could land on four wheels, Spider-Man webbed the rest of the tires so that the driver couldn’t escape. Spider-Man walked to the driver, his foot still on the gas, despite it not being effective. Spider-Man, noting that the driver looked like he was the one paralyzed with fear, reached over and pulled the keys out of the ignition.

Soon after, the cops arrived to see Spider-Man sitting on top of the car. “No worries officers, I got them.” He said, twirling the keys in his hand and then tossing them to the cop.

The cop looked to Spider-Man, and just as he was about to leave, he said something to the kid. “You might want to change your outfit, it a little in bad taste.”

…An Hour Later…

Frances was on her way to Danny and Michael’s new home, while she was wanting to see how the two guys were doing living together, at the same time she hoping to learn how Michael was holding up after his mother’s death. Soon, after a long walk up the flights of stairs, Frances was at the front door of the two boys’ house. Quickly catching their breath, she moved forward and pressed the doorbell.

DING-DONG

A shower can be heard running inside. No response.

DING-DONG

Again, no response.

DING-DONG

Suddenly, the shower turned off, but whoever was in it didn’t respond.

DING-DONG

“Just a minute.” Michael’s voice spoke out.

Suddenly, Michael opened the door and saw Frances at the doorstep. “Hey, what’s up?”

Frances looked like she was about to say something once the door opened, but any words got cut short once she saw Michael. And she had a good reason to, because once she saw Michael open the door, with only a towel wrapped around his waist, his hair soaking wet, and water glistening down his surprisingly well-toned chest, she felt like she was experiencing every girl’s dream.

“Frances.” Michael quickly said, bringing Frances back to reality.

“Hold on.” Frances said, quickly beginning to fumble through her pockets.

Michael briefly wondered what Frances was doing, until he saw her pull out her phone and take a picture of him, with Michael slightly winced at the flash in return. He was about to ask why she did that, but he got his answer once Frances said: “Max will want to get a look at this.”

“Please tell me you’re showing that to just Max…” Michael spoke out. “…and not to every girl in school.”

Frances smiled. “I promise, it’s just to Max…” She said, her smile quickly turning mischievous. “…and maybe the girl’s locker room.”

Michael’s eyes widened, as if screaming: ‘Seriously?!’

“I’m kidding.” Frances stated. “…Just Max.” She finished, uttering the last part under her breath.

“Whatever…” Michael said, completely hearing the last part. “…Come in.”

Michael stepped out of the way and allowed Frances in. “I’m going to change real quick.” He said, running upstairs.

Frances took the time to look around the place. With everything she saw, the likeliness that two teenage guys lived here seemed to decline greatly with everything she saw, and everything she passed seemed to grow in price range: flat-screens, a billiard table, expensive works of art, despite how ugly they looked, etcetera, etcetera. Frances honestly wondered how much of the stuff was Danny’s and how much was Michael’s.

“Hey.” A voice lazily uttered.

‘Speak of the devil.’ Frances thought, backing away from the art to look at Danny, who had that ‘College party life while still in high school’ look to him. “Hey.” Frances replied.

“What’re you doing here?” Danny replied, rubbing any remaining sleep from his eyes.

“Well, Mr. Trask, you certainly know how to make a girl feel welcomed.” Frances said, feigning sadness.

“Wha…Oh……sorry.” He said, walking down the steps. “But really, what’s up?”

“I just wanted to see how you two were doing on your own.” Frances said. “And I must say, that with two guys living here, this place is cleaner than my whole house.”

Danny laughed in return. “Well, you can thank Mikey for that, the guy is a clean freak. One day we all may be watching hockey, eating cheese puffs like animals, leaving the whole room like a disaster area, and the next Michael’s cleaning up the mess.”

“Yikes.”

“What’re you guys talking about?” Michael said, emerging from his room, now fully clothed.

“Just what it’s like living with you.” Danny replied.

“Cheese puffs?”

“Cheese puffs.”

“I’m sorry man, I just don’t want to wake up in the center of junk food city every weekend.”

“Whatever man, just turn on the TV.”

“I got it.” Frances said, grabbing the remote and turning it on.

Almost instantly, Empire One news came on. At first, they were talking about topics ranging from the Ultimates, to a guy named ‘Prowler’, and so on. And guess who they began to talk about after that. Images of Michael stopping the robbers and the crooks, along with any other heroic deeds by him had filled the screen, and for a good while, the reporter said: “Look out New York, there’s yet another new Spider-Man in the city.” To the ever so classic “The main question on everyone’s mind is: Will he be a hero, or a menace?”

Sigh “For God’s sake, not another one.” Frances said, annoyed.

“What’s that supposed to mean?” Michael replied.

“It means, we’ve had to deal with one new Spidey tearing up our city, we don’t need another one.”

She had a point there, with how the new Spidey went up against the kangaroo, that really set a few people off. And here he was, strolling in as a Peter Parker look-alike, trying to do better. And just like that, this day has slowly turned from being such a great first day, to being the worst Michael has ever had.

“Yeah…” Michael began, trying to form a counter. “But this is the first time we’ve seen him, maybe he might prove you wrong.”

“Yeah, like that will happen.”

Michael sighed, feeling something that was all too familiar to him already. Complete. Utter. Defeat.

…A Few Hours Later…

After that little Spider-Man episode, things calmed down in the household. Friends were chatting, movies were watched, laughs were shared. Soon after, Frances had to leave, she said that she and Max had to help Ryan pack up. When the guys had asked why, she replied by saying that Ryan’s family is getting worried about living in the city, mostly with what you hear on the news everyday, and that they were moving out.

Unfortunately, she just left it at that and left. As soon as she left, however, Danny made a comment to Mikey about how he may finally get his wish about dating her since her guy will be gone, to which Michael replied by not-so jokingly punching him in the arm.

A couple of hours after she left, Danny began to formulate a plan for the night ahead. Although Michael was lost in his own train of thought, he managed to recognize the words: “Invite Max and Frances” and “Movie Night.”

A couple hours after that, Michael was preparing to do his whole Spider-Man routine again, telling Danny he had to ‘Swing around the city for a bit’, hoping that wouldn’t raise any suspicion. Fortunately, it worked. Unfortunately, it allowed Danny to ask Michael to pick up some soda and snacks when he was in town, to which he agreed, saying he’d be back by 9:45…ish.

If only he knew how wrong he was.

…8:30 P.M…

Michael, now in his full Spider-Man attire, now sat perched on top of the Empire State Building, lost in his now infinite train of thought.

‘Okay, I’ve been on a lucky streak with some burning buildings, street thugs, and carjackers. But to truly up my game, I’ll have to try and find a way to know exactly where some of the bad things may happen and how to stop them faster.’

Michael, believing that he could continue his thought process, dropped from his location and into the city below. “WOOOOOOOOHOOOOOOOOO!!!” He yelled as he descended.

Suddenly, his spider-sense began to go off full blast. ‘Spider-Sense? I can obviously sense the danger but I don’t see anyth-‘

His thought process was cut short as something kicked him in the back as he descended. Having no time to react, Michael was sent tumbling onto a nearby rooftop.

“Okay…ow.” Michael said before getting a better look at the attacker, or attackers, as it would seem. The one Michael quickly recognized was the other new Spider-Man, all decked out in his black-and-red suit. The other however, Michael couldn’t quite recognize. He could tell that the other was a female, obvious by the costume complementing the slender curve of her body and her-FOCUS MICHAEL!!

“I’m Spider-Woman…” The woman began. “…The question is…and I want you to think really hard about how you answer…Who the fuck do you think you are?!”

**Notes for the Chapter:**

> Dun-Dun-Duuuuuun! Another chapter done! Now, onto the notes.
> 
> Michael’s suit is the Sam Raimi Spider-Man Trilogy Red/Blue suit. Why? Nostalgia. I’m a huge fan of the Spider-Man Trilogy growing up. The earliest memory I have of it was right around when it came out in 2002, my local newspaper had printed Spider-Man like he was crawling along the side of the newspaper. To others, it may get a little chuckle, but to a 4 year old, it was mind blowing. I later remember trying to stick both my hands and feet to the sides of the doorways at my house, just to try and be like Spidey. *Takes a deep breath* Now that that geek moment is over, lets move on.
> 
> Also, Michael and Danny’s apartment is the same as Peter and Harry’s apartment in the MTV Spider-Man series.
> 
> Bolivar Trask, in this story, still looks like the one from the comics, but is voiced by Peter Dinklage.
> 
> Miles Morales is older in this story. No, not like 18, more like 15 going 16.
> 
> Also, with Miles. He ended up finding Jessica Drew earlier and asked for her assistance with his powers, to which she kindly accepted and allowed him to become an Ultimate, a little earlier than before.
> 
> Also, you’ll get a little more detail on Michael’s mother in the next chapter.
> 
> I hope you all really enjoyed this chapter. Leave a kudo if you did. Also, reviews always help. Thanks.


	5. Meeting The Ultimates

**Summary for the Chapter:**

> Michael meets the Ultimates, faces Electro, and encounters something...strange.

**Notes for the Chapter:**

> 2/5/2016- Hey guys and gals, J-Eazy here with another new chapter for Spider-Man G2. Before we begin, I would like to explain why I was off the Fanfiction map for almost a whole year. Here’s the story, after I posted the last chapter, my computer was infected with multiple types of adware and so on. And on top of that, around August and September, my main computer crashed, the same computer with all my comics and Fanfiction stories on it. Just recently, I got a portable hard drive and got all my data back, and I finished the chapter. Also, I don’t have any intention in stopping this story; it’s just fun to write.
> 
> P.S: I’ll give you all a hint on one of the characters: There’s more to Maxine than meets the eye. Can you guess what it is? It’s a nice little challenge to get back in the business.
> 
> Now then, let’s begin.

“I’ll ask you again: WHO ARE YOU?!”

 

Michael slowly rose to his feet, allowing his mind to get back on track. “ _I_ …am a guy with a serious concussion. Seriously lady, that kick hurt, did you have to really hit me so hard I hit my head on the way down, and what’s with the—“

 

Spider-Woman spoke up. “Shut up, okay? Just shut…up.” She said, completely ignoring that outburst of stupidity. “Listen, I’m not in the mood to deal with this, so I’ll ask you once more. Who are you?”

 

Michael remained silent before answering. “Last time I checked, I was the new Spider-Man. Who _exactly_ do you think I am?”

 

Even though Michael couldn’t see it, he could tell that Spider-Woman was smirking under her mask. “ _I_ think you are a worthless piece of scum, who is getting his kicks off of dressing up like a dead hero. You are _nothing_ ; I could end you right now, and _nobody_ would care about you when you’re gone.”

 

Michael raised his eyebrows under his mask. “Aw, is that it? Aren’t you going to say something like ‘I’m tarnishing the reputation of one of New York’s best?’ or ‘You _blank-blank-blank_ , I can’t believe some _bleep_ like you could _blah-blah-bl_ —“

 

Suddenly, Michael’s spider-sense went off. But before he could react, Spider-Woman punched him in the dead-center of his face… _hard._

 

“Ow!” Michael said, cupping his hands around his nose. “You hit me in my nose, my freaking nose! That’s cheap lady!”

 

“Listen, you snot-nosed punk, that was me being nice. Unless you want me to _really_ try, you’ll stand down. What do you think of that?”

 

“Wait!” Michael yelled, holding out his index finger. “…Blah. Also, you know what? That actually sounds like a good deal.” He said, punching Spider-Woman in the side of the head. “I’d _really_ like to see you try.”

 

Spider-Woman wobbled for a second, not expecting the hit, but didn’t fall. Instead, she returned with a blow of her own. Within minutes, the two were both locked in a hard fist fight. Despite Michael learning his fight skills as he went along, his skills were nothing compared to Spider-Woman. Within a few minutes, Michael was on the ground, with Spider-Woman’s foot pressed lightly on his throat. “Now then, are we done?” She asked, her voice carrying a slight tone of arrogance.

 

Michael tried to catch his breath, which was not an easy task, not just because of the foot on his throat, but the fact that he was punched in the ribs a few times. “Yeah…we’re done. Can you help me up?” He asked, holding his hand up.

 

“Do you really think I’m _that_ stupid?” She asked.

 

Michael didn’t answer; he just kept his hand towards her.

 

Spider-Woman sighed to herself. “Okay, fine.” She said, taking Michael’s hand. Before she could react, however, Michael pulled her towards him and gave her a headbutt, hitting her square in the face. “Yes…I do.” He said. Michael is man enough to admit it; she has skills, enough skills to beat him to a pulp. However, despite her skills, sometimes simple street smarts can be enough to get you by.

 

‘Okay, let’s assess the situation…’ Michael thought. ‘…I could continue fighting Spider-Woman, which could get me in worse shape than I already am. Or, I could run, I could run from someone who has pretty much the exact same powers as me, even more skill as me…and is a girl. Or…I’ve got nothing, option one it is.’

 

Suddenly, Michael’s spider-sense went off. He quickly looked around, but couldn’t see anything except for Spider-Woman. Where was the danger?

 

Before Michael could react, a new Spider-Man appeared out of nowhere and zapped Michael in the neck. Before Michael could react to the zap, electricity coursed across his body. He uttered a bone rattling scream before falling into unconsciousness.

 

As Michael lay unconscious, both Spider-Man and Spider-Woman gathered around him. “What kept you?” Spider-Woman asked.

 

“Traffic.” Spider-Man replied. “How’s the face?”

 

Spider-Woman shrugged her shoulders. “My nose bleeding a bit, but it isn’t broken. So, either than that, I’d say pretty well.”

 

Spider-Man looked toward Michael’s unconscious form. “Is he…?”

 

Spider-Woman walked towards Michael and lifted his mask to check his pulse. She didn’t raise it enough to see who was under it, that part comes later. “He’s alive. Contact Fury, tell him we’ve found some trash that needs picked up.”

 

Spider-Man chuckled to himself, not that the remark had any humor, but how Spider-Woman viewed this new Spider-Man in Peter’s outfit. “Yes ma’am.” He said, taking the time to check out Michael’s suit. “I agree with you on this, it is in bad taste.”

 

_…Unknown Location, Unknown Time…_

 

“It does seem like it’s in bad taste.” A voice said.

 

“I kind of like it, it does look like Peter’s, but it’s different, and not like he took some guy’s Halloween costume.” A second voice answered.

 

“You’re not going to let me live that down, are you?” A third voice answered.

 

“Nope.” The second voice replied.

 

“He’s older than I thought he’d be.” The first voice chimed in.

 

“How old did you expect him to be?” The second voice asked.

 

“I thought he’d be around the same age as _him_.” The first voice said, possibly gesturing towards someone else in the room. “And besides, it’s not like he did anything wrong.”

 

“Are you kidding me?” A woman’s voice almost yelled out. Even without needing to see her, Michael could tell that it was Spider-Woman. “Look at him.”

 

“So…he wears a costume, you throw a hissy-fit, you beat him up, he beats you up, he beats you up some more, then _you_ come in and knock him out. He must have done _something_ in order for you to get so hostile.” The first voice said.

 

“Look. At. Him.” Spider-Woman replied.

 

Suddenly, the sound of doors opening were heard, and the sound of footsteps could be heard. Before Michael realized what was happening, the new man tapped on the glass. The sound echoed all around him, letting him know he was in a small cell. Slowly, Michael sat up and got a good look at the people watching him.

 

He recognized Spider-Woman and Spider-Man instantly. The third was Iron Man. Wait…he was so important that they called in Iron Man? Nah, like he’d ever be _that_ important. He saw one man, blond, wearing a sleeveless outfit, with multiple arrows behind his back. Hawkeye, definitely Hawkeye. The final man, holding a file the size of a science book, Michael failed to recognize…at first. The only thing that gave Michael a clue was the man’s eye-patch.

 

“Whoa.” Michael uttered, the weight of the situation slowly coming to him.

 

“The outfit _is_ in bad taste, young man.” The man known as Nick Fury began. “Mister Holt, welcome to the Triskelion.”

 

“Well…I…I didn’t…I didn’t even do anything.” Michael replied, his voice so deep and different that he wasn’t even sure it was his.

 

“So what _exactly_ did he do?” Fury asked.

 

 “Hello? _Look_ at him!” Spider-Woman replied, anger evident in her tone.

 

“It’s not exactly a federal offense.”

 

“Well, we can’t let anything like _that_ happen.”

 

“The kid’s blood work just came back.” Iron Man said. “He’s the real deal.”

 

“Is he a mutant?” Spider-Woman asked.

 

“No. Just…nope, _altered_. Not unlike you and _very_ like Peter Parker.”

 

“What does that mean?” Spider-Woman asked. Michael didn’t want to butt in, but he was wondering what _exactly_ than meant as well.

 

“God rest his soul.” Stark muttered to himself.

 

“What does _that_ mean?”

 

“Another one?” Hawkeye asked.

 

“How can this be??” Spider-Woman muttered.

 

“Did you try asking him?”

 

“Yes!”

 

“Before or after you hit him?”

 

“Well…”

 

“After.” Michael chimed in.

 

“Shut up.” Spider-Woman replied in a harsh tone.

 

“Yes ma’am.” Michael said, giving a mock salute to Spider-Woman before sitting on the mattress and resting his head against the wall.

 

“Everybody out.” Fury said. Michael heard Spider-Woman mutter something to Fury, to which he replied with something, but again, he wasn’t listening. Soon, the door to his cell opened, Fury walked into the room, and sat across from Michael. “Hello, Michael.”

 

“How…”

 

“…Did I know your name? We’ve got all kinds of ways to find _that_ out. My name is Nick Fury. How did you get your powers?”

 

“If you found out my name, I feel like one of you’d be able to figure out something like _that_.”

 

Fury’s face remained the same. “Cut the attitude kid, you’re not in your own little episode here, and lose the deep voice when you’re talking to normal people, you’re not Christian Bale.” He said, his voice stone cold, yet firm.

 

As if someone flipped a switch, Michael sat up and uttered a low “Sorry” in his normal voice.

 

“Settle down. When you put on that costume, you know you have to pay the price. The price is…people get upset. You get that, right?”

 

Michael remained silent, before quickly nodding his head. “Sorry.”

 

Fury’s expression didn’t change. “So…where’d you get your powers?”

 

“Spider.”

 

“Do you remember what happened that day?”

 

“Sure I do. I got bit, and then I went home to my mom.”

 

“Your mom…Melina Holt.”

 

Michael’s face, at that point, was nothing but pure shock. “How do you know about my mom?”

 

“Quite an impressive rap on her, she used to be called _Toxin_.” Fury waved the files in front of Michael and slapped the files onto his lap, making a sound as it hit his lap.

 

“You know, for being the head of a secret government group, you need to work on being subtle.” Michael said, opening the file. Fury looked over Michael as he read the files, Michael’s face remaining perfectly calm as he real over the files. Fury had to admit, for a kid who’s realizing that his whole family belief has been a lie, he’s taking it well. But then again, he doesn’t know what’s going on _inside_.

 

A few minutes passed, but to Michael, it felt like hours. “I…I didn’t know that about her.”

 

“I didn’t think so. Did she know about your powers?”

 

“No…I don’t think so, at least.”

 

“Did you want her to?”

 

“No…” Michael thought, considering that answer. “No…not at all.”

 

Fury considered asking him more on his mother, but seeing how Michael was almost holding his breath, he decided to move on. “Why the costume?”

 

“I…I thought it would be honorable, you know?”

 

“Great power?”

 

“Great responsibility…yeah.”

 

“So…how many times have you gone out and be the hero?”

 

Michael thought about it. “Three, four, maybe five?”

 

“You don’t know?”

 

“Well, I do wear the costume if I’m crunched on time and need to get to school; I guess I need a better schedule.”

 

“And a new costume.”

 

“ _Well_ …” Michael said, a joking tone coming back into his voice.

 

Suddenly, the power went out. Michael heard Fury mutter something under his breath as the emergency lights came on and followed Fury out of his cell and to the upper levels. As Michael passed by one of the windows, he saw a spectacle of light flashes go by. “You decide to celebrate the Fourth of July a few months early?”

 

A few minutes passed, and the group reached one warehouse area. And upon catching sight of Spider-Woman and the new Spider-Man crashing through a window, both unconscious, Michael knew that the fight was coming to him now, and soon, a man, light blue in color and electricity coursing around him, known as Electro, floated into the room.

 

“Kid, run!” Fury yelled, but Michael was gone.

 

As Electro began to attack some of the other soldiers firing at him, Michael appeared behind Electro and webbed his feet, pulling him to the ground. Electro quickly grabbed onto the webbing, sending his energy directly into Michael. Michael froze as his hands quickly retracted from the webbing. ‘Numb…so numb.’

 

“What?” Electro said with disbelief evident in his voice. “No! You’re dead!! I saw you die!!”

 

“Yeah? Well I saw Jennifer Lawrence naked, only one of those is true. Okay, I lied, _none_ of that is true.” Michael yelled, tackling Electro, but with little effect.

 

The new Spider-Man was the first to regain consciousness. Upon seeing Michael begin to get electrocuted by Electro, without even thinking, bolted to Electro and zapped the side of his neck. Suddenly, Electro uttered a scream and an explosion emanated from his body, catching both Michael and the new Spider-Man. Spider-Woman was the next to regain consciousness, just in time to see Michael go flying across the room. As much as she hated him, she had to make sure he was okay.

 

She rushed over to Michael and knelt beside him. “Michael, Michael Holt, you in there? Please don’t be.” She said, half serious with that last part. However, Michael gave no response. “Michael…you there?” She said, fear starting to appear in her voice. She pressed her ear against his chest, hoping to hear a heartbeat.

 

No response.

 

“Oh no.” Spider-Woman yelled. “Someone get help, NOW!!”

 

Michael P.O.V.

 

Michael opened his eyed to greet himself to…darkness. He looked around and saw nothing but…darkness. Part of him felt worried, but at the same time he found the environment surprisingly…peaceful. He looked at himself and saw he still had his costume on, but his mask was gone. ‘Okay, here I am.’ Michael thought as he looked around the empty void. ‘I honestly thought I’d last a little longer…at least a few more months.’

 

Suddenly, the empty void turned into a cave-like system, the scent of fresh water went to his nostrils as he turned to face an open waterfall. Yet as the cave appeared, so did a meadow. There, he saw the only other occupant of this void. The figure looked feminine, or at least, he thought she did. The figure had on a large black cloak, and her back was turned towards him, so he couldn’t precisely tell.

 

Before he realized it, he found himself running towards the woman. He tried to speak, but no words came out. The woman turned to face him, and from there, Michael saw more of her. She had a beautiful body, pale skin with tattoos stretching across her face, body, and arms, and she was wearing a long, sleeveless black dress that showed off her beautiful curves in an almost inviting way.

 

Suddenly, Michael stopped. He didn’t tell himself to stop, his body just stopped on its own, as if not wanting to talk with her. He tried to move his arm, but found that it was frozen in place. The woman, while distant at first, was suddenly in front of him the moment he blinked. She reached out with her hand and cupped his cheek; the cold flesh of her hand was a sharp contrast to his warm cheek, before travelling lower. Her fingers traced the spider along his chest before tracing the muscles on there as well. Her fingers her trailing lower and lower, getting closer to his more… _private_ area, before stopping and climbing back up his chest. She removed her hand and then placed it on his shoulder as she leaned toward his right ear.

 

Before she could speak, a bright flash filled the cave, and the muffled voice of someone yelling “Clear!” was heard. “You are not ready, my dear, but don’t worry…” She said, backing away before pressing her lips against Michael’s. Michael didn’t know how to respond, not that he could. The kiss felt cold, lifeless, but at the same time, it was almost…inviting.

 

Another flash filled the cave, and the yell was heard once more. Immediately after this, the woman removed her lips from Michael’s. “…Don’t worry; we’ll have more time with each other in the future.” She said, before turning around and walking away, back into the void.

 

3rd Person P.O.V.

 

Michael gasped as he was brought back to reality. His eyes were adjusting to the light around him; everything around him was mostly blurs. As his eyes began to focus, he recognized Iron Man, Spider-Woman, and Spider-Man.

 

“Hey kid, how are you feeling?” Iron Man asked.

 

Michael remained silent, his mind trying to piece together a simple thought. Before he spoke, Michael made a light sniffing noise and opened his mouth similar to a child tasting something he didn’t like. “Apparently, after Electrocution, I smell like cooked chicken and burned spandex, and my mouth tastes like coconuts. Could you explain that to me?”

 

Spider-Woman sighed. “He’s fine.” She said, standing up with the other Spider-Man and walking away.

 

“I’m gonna lie down now.” Michael said.

 

“You lie down.” Iron Man replied in a joking matter.

 

Michael lied down, his mind now deep in thought. “Did we stop…The Electric Guy?”

 

Tony chuckled for a second. “Yeah, after you tackled ‘Electro’, Miles zapped him and Fury killed him. That’s about it.”

 

Michael, upon realizing his mask was off, had a question on his mind, but not about his mask. “Who the heck is Miles?”

 

Tony realized, at that moment, he screwed up.

 

“It’s the other Spider-Man, isn’t it?”

 

“I’m not supposed to answer that.”

 

Michael began to laugh a little. “No worries, after I pass out, I’ll probably forget all about it.” He said, quickly realizing the conversation was getting stale. “Hey, what time is it?”

 

“11:30.”

 

Within a second, Michael sat up, his eyes as wide as saucers. “ _11:30?_ Oh crap, I’m late!”

 

Stark didn’t really care much about the teenage life, but this is a situation where you have to ask: “Late for what?”

 

“I was supposed to get some snacks and stuff for some movie night at my apartment.” He said, quickly getting up, gathering himself and beginning to walk away.

 

Tony looked at Michael as he left. ‘I don’t think I was ever like that at 17…maybe 18, though.’

 

_…30 Minutes Later…_

 

‘It’s midnight, and he’s _still_ not back with the snacks.’ Danny thought.

 

The group decided to start without Michael. Aside from Danny, Frances and Maxine were the only other ones there. For Danny, he couldn’t help but smile. Two beautiful women, both within arm’s reach of him, watching a movie they all enjoyed, felt like paradise to him. But as they say about all good things…they must come to an end.

 

_KNOCK……KNOCK……KNOCK_

 

_“Finally.”_ Both women said in nearly perfect unison as they got up to answer the door. They opened the door to see Michael, with his face busted up, holding the snacks and drinks.

 

“Oh my God!” Frances yelled, quickly rushing over to help Michael. “Oh fu…you stink.

 

“Thanks.” Michael smiled. “Hey, it’s okay. I-ow-I’m fine, thanks.”

 

Danny sat up to get a good look at his friend. “What kept you?”

 

“Well _sorry_ , your Royal Highness, I was stuck at the supermarket when some guy went nuts a few stores down, I couldn’t get out even if I’d tried.”

 

Max tilted her head. “Really? I never heard of anything about that.”

 

Michael was quick to reply. “Yeah, it was a small little thing, but they kept a few of us for questioning.”

 

Max gave him a questionable look, as did everyone else, but decided to just let it go. “I take it you have the snacks.”

 

Michael’s smile came back. “Yeah. So, what movies do we have planned?”

 

Danny replied by grabbing a stack of DVDs. “We have Terminator 1 and 2, Alien, Predator, Rambo, Rocky, we have…”

 

“Does it all have to be macho movies?” Frances asked. “Why can’t it be something the girls like?”

 

Danny remained silent, pondering the questions in his mind. “We have Star Wars, episodes 1-7, we have the Star Trek films, we have…”

 

Danny looked up to see two pairs of female eyes starting to lightly glare at him, while the one pair of male eyes was telling him ‘Say something girly, _anything_ girly.’

 

“We have…The Notebook, the Princess Bride, Pride & Prejudice…”

 

Danny looked up again, half expecting Michael to give him a look saying ‘Not _that_ girly’, but Michael walked upstairs to wash any filth off of him, leaving him with the two women who were just glaring at him. Boy, have things changed.

 

“You have fulfilled your purpose…” Frances said, in the darkest tone she could muster, before both girls broke their serious demeanor and began to laugh at Danny’s expense. Danny remained silent; looking back in the direction Michael had traveled.

 

‘This is gonna be a _long_ night.’ He thought.

 

_…The Next Day, Drip Den, 12:30 P.M…_

 

It was a cool afternoon at the Drip Den, Danny and Michael’s favorite coffee shop. The two of them were both there, waiting for Frances and Max to meet them both there for lunch. Danny and Michael both joked about how the movie night went. Well, mostly Danny did, bringing up how Max had her arm firmly wrapped around him when she fell asleep, while Michael had his mind wander back to the situation with S.H.I.E.L.D and Electro. A few minutes later, the two women arrived. However, soon after the group began to converse, Michael’s attention was brought to the outside, where a familiar face was staring back at him.

 

“Excuse me; I got to do something real quick.” Michael said, getting up and outside so fast he didn’t hear his friend’s complaints.

 

“Hello Michael.” Spider-Woman said, dressed in regular clothes and holding a briefcase. Here, Michael got a good look at Spider-Woman. He must admit, when Spider-Woman isn’t shrouded in the darkness of his detention room, or completely covered up as she hands his ass over to him, she does look pretty hot.

 

“I never got your name.” Michael replied, deciding to move himself away from the open window and away from prying eyes.

 

She ignored him. “Here, it’s from Fury.” Spider-Woman replied as she handed him the briefcase. “He said you get _one_ chance. He said you weren’t getting any chances, but yesterday you earned yourself a chance.”

 

Spider-Woman took a deep breath, as if she wasn’t sure she could continue. “This…this isn’t a joke to me, or some kiddy game. This is…everything. You put that suit on, and you make yourself a part of this. It means you’re representing…it means…”

 

Suddenly, before Spider-Woman could finish, Michael, out of some form of impulse, embraced Spider-Woman in a friendly hug. At first, Spider-Woman remained still for a minute, but decided to accept the embrace from the new Spidey. “I…I can’t even begin to imagine what this might be like for you.” Michael began. “I bet you were close with Peter, and the thought of some high school kid going around in a suit like mine must rip a hole through you, and…I’m sorry.”

 

The two remained in the embrace for a few minutes, just enjoying the feeling of another person to hold, and slowly released. After the release, Michael opened the briefcase. Inside, was a Spider-Man costume similar to his, the only difference was that the suit was pitch black in the red and blue portions, the eyepieces were a bright silver instead of black, and the webbing pattern was a matching bright silver instead of a dull gray.

 

“I…I take it this was _your_ idea.”

 

Spider-Woman gave a little smirk. “Actually, it was a friend of mine, she’s great with this kind of thing, and she even helped repair Peter Parker’s suits from time to time.”

 

Michael looked at the suit; the exact closeness of the suit to his own was almost disturbing. “How did she match my suit up so closely?”

 

“Well, you _have_ been in the news, so it’s not like she just made it from scratch. She told me to tell you that she couldn’t match the spiders on the front and back to your own, so she just used the same for both.”

 

Michael moved the mask to check out the spider. It had the same bulge effect, but the legs were longer and more arched. He moved the suit to see the back of it and saw the same spider style. “I don’t mind, she did a perfect job, but did it have to be _black_?”

 

Spider-Woman shrugged. “Well, you can’t really blame her; she’s going through a phase. After all, she _was_ once Peter Parker’s girlfriend.”

 

Michael’s facial expression changed from slightly annoyed to extremely sorry. “Oh…I didn’t know…I’m sorry.”

 

“Hey, it’s not your fault.”

 

Michael took the mask in his hand, his eyes almost feeling the white lenses staring back at him. “I’m not saying I _don’t_ like it, it looks amazing, but part of me wants to stick with my own…for now, at least.”

 

Spider-Woman closed her eyes and sighed in frustration, apparently not getting the answer she wanted to receive. “Well…okay then. I won’t stop you, but you will be making a few enemies while wearing that red and blue.”

 

Michael closed the suitcase. “I understand. Who exactly should I keep an eye out for?”

 

Spider-Woman gave a smile now. “Well, you have Peter’s first girlfriend, his second, his third; one of them was a member of the X-Men, by the way…”

 

“Michael’s eyebrows rose in surprise. “He dated an X-Man?”

 

“Kitty Pryde, to be exact, so if you see her, just be aware that she can kill you in like, two seconds. Now, where was I?”

 

“Third girlfriend.” Michael replied, not missing a beat. “You’re getting joy out of putting this on me, aren’t you?”

 

“Yes.” She replied. “May Parker, Captain America, Bobby Drake, Johnny Storm, maybe the entire X-Men, anyone he went to high school with…Oh…and me.” She said, walking out of Michael’s sight. Michael looked at her as she left. Soon after, Michael returned to the Drip Den, and when everyone replied on what was in the briefcase, he replied “Personal stuff.”

 

Michael thought about all those people who might be after him. All those people had something against him, if it wasn’t the suit, then it would be something else. All that Michael knew was: he now has a large target on his back, maybe even larger than he realizes, and all the people shooting at him _never_ miss……

 

So be it.

**Notes for the Chapter:**

> And done, another chapter is in the books. As always, kudos always help, and leave a comment on the story, they always help me out when I know what you all are thinking. Thanks, you’re all awesome.


	6. Not In Queens Anymore

**Notes for the Chapter:**

> 4/8/2016 – Hey guys and gals J-Eazy here with the sixth chapter of Spider-Man G2. Sorry for the 2 month wait, school has just really been stressing me out lately. And I also just got introduced to Red vs. Blue last month, and I already have some ideas for a type of RvB Fanfic. Also, I’ve been catching up on my Star Wars, most notably Rebels (The Season 2 ending…wow…I got emotional), the Clone Wars, and the new Rogue One trailer (The scale…the scale is real). I also saw Batman V. Superman, not a bad film, but if they kept Doomsday out (And Jesse Eisenberg), and just focused on the Batman and Superman parts a bit more (While having someone like Kevin Spacey play Lex Luthor (I honestly thought he wasn’t bad in Superman Returns)) Then the overall story could’ve been much better. Still, the Batman and Superman scenes were perfect, especially the fight between the two.
> 
> Disclaimer: I don't own Spider-Man or other Marvel items in any way. Wish I did, but I don't
> 
> Second, sorry for the short chapter, school again. I tried working on it last night, but decided it would work better for the next chapter.

_...A Few Days Later…_

 

The night was passing just like any other. The night was crystal clear, streets were calm…sort of, and there is a man breaking into a museum……just like any other night. Michael was swinging by when he saw the burglar enter through the window, slightly surprised the burglar never triggered any alarms. Within a few seconds, he was inside.

 

The crook was dressed in your everyday night-prowler outfit: all black, the only thing that gave him away was the light from his flashlight. The burglar soon went to the first exhibit, it appeared to be an artifact of some type, but that’s all Michael could see from it in the dark.

 

The second Michael realized that the case was open and the artifact was being stolen, he quickly intervened. Something else Michael noticed about the burglar was the fact that he had about the same amount of skill as any other burglar he has faced, which meant that this encounter was a walk in the park.

 

However, during the fight, the burglar managed to take out a knife and sliced Michael’s palm open. Michael, expecting to heal it quickly, shrugged it off, expecting it to not come into play later…if only he knew. Soon, the burglar was webbed to the wall, incapable to do any more harm tonight.

 

Michael, expecting to quickly end this encounter, went to pick up the artifact with his covered hand. He went over to the exhibit and read the description. “Phantagraphic…” Michael began, with his voice a low whisper. “…travel through space, blah-blah-blah…hmm, _dimensional travel_ , that sounds nice…can be seen as a vast style of appearances, ranging from a small box, to a complex computer.”

 

Michael viewed the object in his hand, noticing it seemed about the side of a box that carries a diamond ring inside of it. ‘Hmm…how would I get one of these things open?’ He thought, tossing the artifact lightly from hand to hand.

 

Suddenly, when the artifact made contact with his bare wound, he was somewhere else before he could even blink. ‘Huh, so this is what dimensional travel is like? I was expecting a bright portal to suck me up, or some entity to appear…just not… _this_.’ Michael thought.

 

**_Earth - 1649_ **

 

Michael took a moment to take in his surroundings. He realized that he was suddenly on the roof. And, while the New York he knew _looked_ primarily the same, the city itself looks like World War III ripped through it. He peered over the rooftop to see the streets. Cars were crashed into each other or in the side of buildings, many of which were on fire, but the people lazily walked by, not caring about it in the slightest. As Michael viewed this apocalyptic version of his home, only one thought came to his mind.

 

‘Man…I’m hungry.’

 

And just like that, Michael was being taken into another reality.

 

**_Earth - 5210_ **

 

The sound ‘Time in a bottle’ filled his ears, and Michael quickly realized that he only saw darkness. It took him about one second to realize that his eyes were shut. Once he opened them, the view of nature came to his vision. He groaned to himself as he sat up. He looked and saw a waterfall flowing into a creek. From there, he got up and looked at his reflection in the water.

 

He still looked the same overall; he had the same height, same muscles, and the same face. The only significant difference was his hair, while it still was a dark brown; it was down to his shoulders. ‘Okay, whenever I get back to any form of civilization, I’m cutting this back to the original style…if I can remember it…strange.’

 

Michael thought about his loose memory of his own universe. He tried to remember, but it was of little use. ‘My name is Michael Holt, same as always. I was born in……my superpowers are……my best friend is……the girl I have a huge crush on is……’ Michael quickly realized the circumstances of his situation, it seems that while he can remember his name, he fails to remember anything from his own universe.

 

Michael then gathered any belonging he could find, which wasn’t much. It was mainly a backpack, with a phone, giving Michael the date and time. ‘Huh, apparently it is the same day as my world…only it is midnight back there, and 10:30 A.M. here.’ Another thing he found was a driver’s license. ‘Okay, I’m still the same age, so that’s good.’ He also found a pair of black swimming trunks, why he needed _those_ , he couldn’t tell.

 

After discovering the items, Michael managed to find a road, and where there’s road, there are signs. However, this sign just filled Michael with overall dread.

 

_Bayville – 100 Miles_

 

‘Crap…this is gonna be one _long_ walk.

 

_…A Few Minutes Later…_

 

A black jeep is seen speeding down the highway, returning from a trip to the beach. Inside the jeep is none other than the legendary X-Men, mainly consisting of Jean Grey, Rogue, Logan, or Wolverine, and Kitty Pryde. Scott and the others were taking separate vehicles, and to the people in the jeep, someone should have gone with Scott. And by someone, then mean Kitty.

 

Why? Mainly because Kitty is the one who’s driving. To the average person, that doesn’t sound so bad, but to the others, who are getting a front-seat, and back, example of her driving, it is the most terrifying experience in the world.

 

“Kitty, c-could you _please_ slow down?” Jean asked, terrified that Kitty is getting close to the 100 mark.

 

“Yeah, I’d listen to her.” Logan said from the passenger seat.

 

Kitty turned to talk to Logan, taking her eyes completely off the road. “Honestly Logan, you worry too much. What’s the worst that can happen?”

 

Meanwhile, a little bit down the road, Michael was on his route to Bayville, hoping something will come along to help get him there faster, when suddenly, Michael felt a small ringing sensation in the back of his head. And before he could react, something rammed into Michael full speed, something _metal_.

 

Kitty slammed the brakes, resulting in the unknown man’s body being thrown a bit further down the highway. Everyone remained frozen in the jeep, paralyzed from the actions that were just committed. And if that didn’t scare them half to death, then the sight of the man standing up surely took the top spot.

 

Michael’s whole body was in pain, moving his fingers was painful, trying to sit up was painful, actually sitting up was painful, and standing on two feet felt painful. Michael turned to see the vehicle that hit him, frozen in place. Not literally, but it wasn’t moving. Slowly, unconsciously, Michael began to limp towards the vehicle.

 

Everyone in the jeep was terrified at this point. Seeing a man, who was run over, get up and walk towards them, a trail of blood following him with each step, seemed to put fear into everyone’s mind. “Do you think he’s a mutant?” Kitty asked; her voice almost inaudible.

 

“If he survived being hit by _you_ , then he’s surely something special.” Rogue stated.

 

Suddenly, the man was at Logan’s window, lightly tapping it with his broken dislocated wrist. Logan slowly lowered the window, trying to get a good look at the kid. He was only a teenager, no older than Jean and Scott. “Hey kid, you alright?” He asked, putting his hand on the kid’s exposed shoulder.

 

Suddenly, the kid froze. Logan quickly noticed that the kid’s wounds were healing as fast as his usually do, he even thought he heard the sound of some of the kid’s bones go back into place. “Yeah…” The kid replied, his voice surprisingly calm. “I’m fine.” His voice sounded more confused as he went along.

 

“Hey kid, do you need a ride?” Logan asked.

 

“Where are you heading?”

 

“Bayville.”

 

A small smile went across his face. “You know, that’s just where I was going.”

 

_…A Few Minutes Later…_

 

The man, who addressed himself as Michael Holt, is sitting in the back seat of the jeep, with Rogue to his left, and Kitty to his right. Logan was now the one driving, and Jean was in the passenger seat, getting to know their new passenger.

 

As Jean was talking to Michael, she attempted to read his mind a few times during the way back, only to be met with failure. As she did this, Rogue fell asleep and was resting her head on Michael’s shoulder, before Jean could warn him not to touch her, he moved her head off his shoulder with his bare hand. Surprisingly, whatever powers he did have weren’t sucked from him on contact.

 

‘Logan?’ Jean said telepathically.

 

Logan grumbled to himself. ‘What?’

 

‘I think I have an idea on what Michael’s powers might be.’

 

‘Yeah?’

 

‘From what I can tell so far, he can heal at the same rate you can, and he also has the ability to negate powers.’

 

As Logan contemplated this, another voice chimed in, it was Michael. ‘You know, saying something in your mind doesn’t mean that it’s safe.’

 

Jean looked back in surprise, not expecting to get that from Michael at all. ‘How can you read my mind, I assumed your power was regeneration.’

 

‘It is, but from what I can tell, my powers come from physical contact.’ Michael replied. He proved this by touching Kitty’s neck, she didn’t mind as she was asleep as well. After Michael made contact with Kitty, he crossed his hands, only for them both to phase through each other.

 

Jean’s eyebrows rose in surprise. ‘My mistake, it appears that he can copy the powers of any mutant he comes into contact with.’

 

‘So where is he heading?’ Logan asked.

 

Jean was about to respond, but then looked back at Michael. ‘Do you mind?’

 

‘Sorry.’

 

Upon feeling Michael’s presence in her mind vanish, she turned back to Logan.

 

‘We need to take him to the Professor.’

**Notes for the Chapter:**

> And another chapter is in the books. Again, sorry for the short chapter, I’ll make up for it in the next one. Also, something in the next chapter will foreshadow the rest of the story. Not like Batman V. Superman (Spoilers in the freaking trailer), but it will show key elements on the rest of the story. Also, like always, leave a review, your opinions help. Also, with reviewing, please let me know what you think of in any of the chapters, good or bad. Also, tell me what you thought of the whole other universe thing. Could you guess what 1649 was? So, with everything for now in the books, this is J-Eazy signing off.


	7. Not In Queens Anymore Part 2

**Notes for the Chapter:**

> 4/22/2016 – Hey guys and gals, J-Eazy here with a new chapter of Spider-Man G2. It’s been a couple weeks since the last chapter was posted, and I hope that this arc can make up for lost time over the months I’ve been out. But before I begin, I want the readers, who haven’t done so already, to take a brief moment of silence for the loss of the legendary music icon Prince.  
> .  
> .  
> .  
> .  
> .  
> .  
> There will never be anyone like him again. 
> 
> Disclaimer: I don’t own anything on the rights on either Spider-Man or X-Men Evolution. I only own my OC.
> 
> Now then, let’s begin.

_…A Couple Hours Later…_

 

“Wow…” Michael began. “…You all actually live here?”

 

“Yeah, it’s like, every kid’s dream to live in a place like this.” Kitty replied.

 

“Well…I guess it’s like a dream come true for you all then.” Michael replied. “So, where is this Professor you want me to meet?”

 

“That would be me.” A new voice spoke out.

 

Michael turned to face the man. The man was certainly older than him, bald, and in a wheelchair. ‘The chair seems to move by itself.’ Michael thought.

 

Behind the man were a few others, one woman and three other men. The man in the wheelchair extended his hand, Michael firmly grasped it. “Michael Holt, my name is Charles Xavier.” He then gestured to the others behind him. “This is Ororo Monroe, Scott Summers, Kurt Wagner, Hank McCoy, and I believe you’ve already been acquainted with Jean, Kitty, Rogue, and Logan.”

 

Michael shook hands with the three behind Charles before answering. “Yeah…so why exactly am I here?”

 

Charles let out a small chuckle, hardly noticeable. ‘Getting right to the point.’ He thought. “Jean told me you may have your own kind of powers, may we see them?”

 

Michael thought for a second, not really sure if he should use his powers in front of others. But since the bizarre buzzing in his head wasn’t occurring around them, he decided to just go for it. Quickly, he teleported away from them, as they all looked around the room for a sign of him, they quickly found him on top of the chandelier, directly above them.

 

“Awesome!” Kurt yelled out, his German accent showing. “You found another teleporter?”

 

“Not quite.” Jean said. “Michael! Show them the rest of your powers!”

 

Without responding, Michael phased through the chandelier and landed perfectly in front of the Professor, as if he never disappeared in the first place.

 

Everyone was surprised by this, a mutant who had multiple abilities. The thought of it _alone_ was fascinating, but seeing it happen was an entirely different experience. “So Michael, how many powers can you have at one time?” Scott asked.

 

Suddenly, Michael’s eyes began to turn red, similar to Scott’s, and small sparks of lightning began to course from finger to finger. “As many as I want.” Michael said. And just like that, he went back to normal. Everyone went from fascinated to slightly scared quickly once they saw the combined power of their abilities.

 

Charles was entirely fascinated by the boy. “Michael, while this is a safe haven for others like you, known as mutants, this isn’t all we do. Come with me.” Charles said, with Michael quickly following beside him.

 

“You see Michael, this is more than just a home for mutants…this is a place to train them.”

 

“Train them?”

 

“Yes. We help teach other mutants to gain control of their powers, while also training them to use their powers to help others in the world. Scott, Jean, Kitty, Logan, Ororo, Kurt, and Rogue are part of a mutant team known as the X-Men.”

 

‘X-Men…’ Michael thought. ‘…Why does that sound so familiar to him?’

 

“Is something wrong, Michael?” Charles asked.

 

Michael responded quickly. “No, everything’s fine.”

 

Charles looked concerned. “I tried to read your mind, but it seems you nullified my own abilities.”

 

Michael, surprised he did that, quickly stopped the nullification.

 

“Michael, if you want me to, I will read your mind. Hopefully, we may find an issue to your thoughts.” Charles said, quickly realizing Michael was in mental pain. Michael quickly agreed, as if he wasn’t himself, and Charles placed both hands on the sides of his head.

 

Suddenly, a woman’s voice appeared in Charles’ own mind. _“…you will be making a few enemies while wearing that red and blue…Kitty Pryde…maybe the entire X-Men…”_

 

Before Charles realized it, Michael ripped his hands away and backed away from him, falling flat on the ground while doing so. “Wh-What _was_ that?”

 

Charles, for the first time in his life, was now faced with a situation in which he had absolutely no control over. “I…I am not sure…but Michael…” Charles began, lightly grasping Michael’s hands together. “…If you stay here…if you join us…I promise that we will be able to help understand what these situations mean.”

 

Michael thought about it. Well…what other choice did he have? “S-Sure…I’ll stay…”

 

_…A Few Hours Later…_

 

It was beginning to get dark, and everyone was beginning to settle down. Hank McCoy was working on a blood sample he got from Michael, who was surprisingly calm when he gave him the blood. He had been working on it for hours, trying to find what Charles described as ‘abnormalities’ in Michael’s blood, but it was no use, Michael’s blood was the same as any other mutant’s. Frustrated that he would have to wait to work on it again in the morning, he decided to call it a night and headed to bed.

 

_…Michael’s Room, Same Time_ …

 

Michael was lying on his bed, wearing his pajamas, trying to get some sleep, which apparently is nearly impossible with the other mutants playing video games at a volume that even the deaf can hear from Manhattan. While this was going on, something strange was beginning to happen to Michael.

 

The scent of the room began to shift, suddenly taking on a murky, almost dirty scent, and the walls around him began to form into clear skies, while the floor beneath him formed into the concrete slab on a rooftop. And just like that, he was back in his room. However, instead of lying on his bed, he was sticking to the wall above his door.

 

‘What is happening to me?’

 

_…Rogue & Kitty’s Room, Same Time…_

 

Rogue and Kitty were both asleep in their beds, both unconsciously tossing and turning during their slumber, both of them having the same, yet different dreams. Suddenly, both women simultaneously wake up from their dreams. However, both of them looked like they had just had the worst nightmare of their lives.

 

“What just happened?” Kitty asked, fear evident in her tone.

 

“I’m not sure…” Rogue replied. “…One minute I’m in New York, watching Michael die, and then I’m back here.”

 

Kitty’s face turned into a questioning one. “You saw Michael die? In my dream we were fighting about something. Could you tell me yours?”

 

“You start.”

 

_…Kitty’s Dream…_

 

“What is wrong with you?” Kitty screamed at Michael. “Don’t you have any respect or dignity in you at all?”

 

“Look, I know you’re pissed that I’m dressed like this, but it’s not like I’m committing mass murders or burglary sprees in the suit. I’m helping people, just like you, and just like Pete-“

 

Kitty immediately slapped him upon mentioning Peter’s name. “You are not worthy enough to even mention that name.” She then placed her hand on his shoulder, her hand just barely beginning to phase through him. “One second, that’s all it takes for me to kill you.”

 

_…Real Time…_

 

“Wow…” Rogue said…surprised that she would ever sound so pissed in her life.

 

“Now then, tell me yours.”

 

Rogue shrugged her shoulders. “I’ll try…so here’s where it started.

 

_…Rogue’s Dream…_

 

Rogue opened her eyes, opened her eyes and saw…nothing, nothing but a dark, empty void. ‘What…where am I?’ She thought.

 

Suddenly, the streets of New York City began to fill the empty void. There, she saw Michael, or at least someone who looked like him, dressed in a bloody red and blue suit, fighting a creature in the middle of the street.

 

**_“My-my…I’ve never felt power like this before.”_** The creature said.

 

Michael replied, he was extremely weak, but he managed to utter a reply. _“Rogue, listen to me, that thing is dangerous, get rid of it now!”_

 

Rogue thought about it…barely. **_“No.”_** She said, shooting out a tendril towards Michael. The tendril wrapped itself around Michael, restricting him from attempting to escape, before splitting into multiple tendrils and piercing into Michael’s suit.

 

The scream that came from Michael was the most terrifying sound that had ever existed. _“ROGUE…PLEASE!!! AAAAAAHHHHHHH!!!!”_

 

And just like that, the tendrils removed themselves from Michael, leaving him to fall almost lifelessly to the ground. Unbelievably, Michael began to show signs of life. Just then, Rogue wrapped a tendril around Michael’s throat and brought him up to her face. **_“Go on, little spider,_ crawl _away.”_** She said, throwing Michael into a second story window.

 

_…Real Time…_

 

“And that’s it……I killed him.” Rogue said, her voice cracking in sadness.

 

Kitty, saddened by the story herself, managed to reply. “C-Come on Rogue…” She began, her own voice cracking as well. “…m-maybe it wasn’t you.”

 

“YES IT WAS!” Rogue yelled out, her sadness quickly turning into anger. “HE CALLED ME ROGUE, AND I RECOGNIZE MY OWN VOICE. I KILLED HIM!!”

 

“NO YOU DIDN’T!!” Kitty yelled back. “I…I know you Rogue, _everybody_ knows you, you would never murder anyone in your life.”

 

Rogue broke down into a sobbing mess. “But…it felt so _real_. I could _smell_ the burning steel, I could _feel_ the concrete below my feet, and I could _feel_ Michael’s life being drained before my eyes.”

 

“But maybe you could…”

 

Rogue let out a huff and slammed herself down onto her bed in an angry rush. “I don’t want to talk about it anymore. Goodnight.”

 

Kitty sighed. “Goodnight.”

 

_…A Couple Days Later…_

 

It was Michael’s first day of training, and as they always say, the first day is always the most interesting. For instance, when Michael was suiting up, he met up with Rogue and Kitty, expecting to get to know the two of them more, only for them to turn around and run off. Michael thought about following them, but decided against it and continued to put on his outfit.

 

_…A Few Minutes Later…_

 

Michael was in full uniform, ready for testing. His uniform was no different than the rest of the other X-Men, same color scheme and the same pattern. The only noticeable difference was that he was wearing a mask. The mask completely covered his head, connecting it perfectly with the neck-line of the suit. The mask had the same color scheme; the only thing odd about it was that it had two sharp one-way glass-lenses covering the eyes. When the other X-Men would ask why he wore the mask, he would simply reply: “It feels normal.”

 

“Okay, so what’s the deal supposed to be? You all pretty much come at me with everything you’ve got?” He asked.

 

“Basically, yes.” Cyclops replied. “Since the Professor said you can use our own powers against us, he decided you would know when to use what powers and when. Also, try to stop all of us from getting the flag tied around your waist.”

 

Michael was surprisingly calm with that statement. “Sure, that seems fair.” He said, noticing the X-Men all circling all around him. “So, who’s first?”

 

Kitty surprisingly decided to go first, quickly running towards Michael. Michael, in response, decided to use Cyclops’ powers against her, shooting laser beams out of his eyes, and as expected, Kitty simply phased through it and kept running towards Michael. However, when Kitty got close enough to Michael, he used his other powers to nullify Kitty’s own abilities, effectively hitting her with the beam and sending her flying into the wall, knocking her unconscious.

 

“Jean, I have an idea.” Logan said.

 

Jean managed to read Logan’s mind to get the idea he was planning. Quickly, she used her powers to hurl Logan at Michael. Michael, honestly not expecting to encounter a situation like this, tried to quickly think up a plan to dodge him. Michael, out of some unknown instinct, stuck his arms out towards the ceiling, shooting out a strange, web-like string, and pulling himself to the ceiling, sticking himself to it.

 

Everyone was surprised when Michael suddenly looked at them from the top of the ceiling, even Michael himself was surprised. Suddenly, before anyone could rebound, the Professor’s voice came through. “That’s enough for now, Michael. Something’s come up; I need to see the X-Men immediately.”

 

_…A Few Minutes Later…_

 

Apparently, the reason the Professor needed to see everyone, except Michael, was because Hank had discovered something in Michael’s blood, something…impossible. “This is a picture of Michael’s DNA when I was working on it last night.” Hank said, showing the picture of Michael’s X-genes. “Here is a picture of that same blood sample, taken just this morning.”

 

While his normal X-genes were still there, there were other cells there as well. The X-genes, colored blue for classification, were mixed in with a cluster of other cells, colored red and green. “His X-genes have remained undamaged, but the other cells are emitting an unusual amount of radiation.”

 

“Radiation?” Logan said, finding the research a little hard to believe. “You mean to tell us that this kid is turning into a walking Hiroshima bomb?”

 

“No…and that’s the strange part.” Beast began. “While the cells show signs of radiation, it doesn’t seem to be affecting his body physically or mentally, it’s like he isn’t any different than the rest of us.”

 

“So…” Scott began. “What should we do Professor? It’s not like we can simply tell him what we’ve found.”

 

Xavier was in deep thought, unaware of which path they should take. “…I think it is best that we do not tell Michael of his condition. If we tell him now, we may get him worked up over what could potentially be nothing.” He said. Everyone pondered the thought, Rogue and Kitty were hesitant on bringing up the dreams they both had…

 

“Kitty...Rogue, would you care to enlighten us on your ‘dreams’?” Xavier asked.

 

For one second, the two didn’t know how he knew, but the immediately were reminded that he was a telepath. Rogue decided to step forward. “Well, last night, I had this strange dream…it felt so real…” She said, her emotions starting to build up again.

 

“Please, Rogue…” Xavier said. “…Tell us.”

 

A few minutes pass, Rogue tells everyone the dream she and Kitty both had. Both dreams were described with extreme detail. As soon as Rogue finished the story, the entire atmosphere of the room had shifted greatly.

 

“I see…” Xavier began, quite unsure on how to respond to the current situation. “…From what I can tell, you seemed to have had a possible vision of some kind, perhaps when you may have accidently touched Michael’s skin. These visions allow you to see what may happen in Michael’s life in the future, and…”

 

“That _can’t_ be Michael’s future!” Rogue said, surprised at her sudden outburst. She took a deep breath, trying to regain her composure, and tried again. “The Michael I saw was him, yet…it wasn’t, and the Rogue I saw looked and sounded like me…but it wasn’t.”

 

Xavier thought about it once more. “Well, let’s keep this from Michael as well; at least until we know what _exactly_ is the purpose of those visions.” He said. “Now then, you should all get to school before you’re late.”

 

_…Later On In The Day…_

 

After a few minutes of being in the Principal’s office during first hour, Michael managed to get everything checked out and was now an official student at Bayville High. As the day went on, it would appear to be as if it was any other day. However, today was going to be _very_ different. As the students were in school, Xavier was in the midst of his own studies. While he was reading, an alarm began to quietly sound. Xavier set down his book and went to the device known as Cerebro.

 

As he activated Cerebro, he noticed two blips in the Manhattan area, both right next to each other, most likely a pair of mutants. Xavier pulled up a chart showing both mutants and their powers. The two were a boy and a girl, both 17, both in perfect control of their powers. “Hmm…fascinating.” He said as he scrolled through their files. Before he continued any further, he sent a telepathic message to Jean and Scott, telling them that as soon as they get back from school, be ready to suit up for their mission, and also…bring Michael.

 

_…3:30 P.M…_

 

“Cerebro detected two mutants earlier today to a warehouse in the middle of Manhattan.” Xavier explained to everyone. “My mental impressions show that the two are very disturbed individuals, both capable of endangering the lives of innocent people around them. Jean, Scott, Michael, Kitty, Rogue, and Kurt are all going on this mission.”

 

Michael was surprised when he heard his name said, mainly because he wasn’t expecting to be sent on his first mission so soon. But before he could speak, Scott beat him to the punch. “Professor, what are the two mutant’s names?”

 

Xavier responded relatively quickly. “Frances Barrison and Cletus Kassidy.”

**Notes for the Chapter:**

> And another chapter is in the books. As usual, thanks to everyone who has read and left a kudo on the story, you have all been a great help in giving me the confidence to continue on with this story. Also, as usual, leave a comment, everything everyone says matters. Thanks, and if you like the story, kudo it. This is J-Eazy signing off.

**Author's Note:**

> I hope you all enjoyed the story so far, leave a review if you did. So for now, this is J-Eazy signing off.


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